UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED

(Exact name of registrant as specified in its charter)

Delaware		98-0221142
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)
Plaza America Tower I
11700 Plaza America Drive, Suite 1010
Reston, Virginia		20190
(Address of principal executive offices)		(Zip Code)

(703) 964-1400

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Class A common stock, par value $0.01 per share		The Nasdaq National Market

TABLE OF CONTENTS

		Page
Item 1.	Business		1
Item 1A.	Risk Factors		14
Item 2.	Financial Information		27
Item 3.	Properties		39
Item 4.	Security Ownership of Certain Beneficial Owners and Management		39
Item 5.	Directors and Executive Officers		41
Item 6.	Executive Compensation		46
Item 7.	Certain Relationships and Related Transactions		52
Item 8.	Legal Proceedings		52
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		53
Item 10.	Recent Sales of Unregistered Securities		57
Item 11.	Description of Registrant’s Securities to Be Registered		57
Item 12.	Indemnification of Directors and Officers		60
Item 13.	Financial Statements and Supplementary Data		62
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		62
Item 15.	Financial Statements and Exhibits		62

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Some of the statements under “Item 1. Business,” “Item 1A. Risk Factors,” “Item 2. Financial Information” and elsewhere in this Form 10 constitute forward-looking statements. These statements relate to future events or our future financial performance, and are identified by words such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “potential,” or “continue” or the negative of such terms or other similar words. You should read these statements carefully because they discuss our future expectations, and we believe that it is important to communicate these expectations to our investors. However, these statements are only anticipations. Actual events or results may differ materially. Factors that might cause or contribute to such a difference include, but are not limited to, those discussed under “Risk Factors” and elsewhere in this registration statement.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume any responsibility for the accuracy or completeness of such statements in the future. Subject to applicable law, we do not plan to update any of the forward-looking statements after the date of this registration statement to conform such statements to actual results.

Item 1. Business.

Overview

ICO Global Communications (Holdings) Limited is a next-generation mobile satellite service (“MSS”) operator. We are authorized to operate a medium earth orbit (“MEO”) satellite system globally pursuant to regulations promulgated by the United Kingdom and by the International Telecommunication Union (“ITU”), an international organization within the United Nations system. We are also authorized to offer MSS services throughout the United States using a geostationary earth orbit (“GEO”) satellite. We have the opportunity in the future to seek authorization from the U.S. Federal Communications Commission (“FCC”) to integrate an ancillary terrestrial component (“ATC”) into our MSS system in order to provide integrated satellite and terrestrial services. Unlike satellite-only MSS systems, which have historically appealed to a niche market, we believe that integrated MSS/ATC services may be more likely to appeal to a mass market of consumers and businesses. At the present time, we are focusing most of our resources on developing our U.S. MSS system.

In this registration statement, we use the terms “ICO,” the “Company,” “we,” “our” and “us” to refer to ICO Global Communications (Holdings) Limited and its subsidiaries and, where the context indicates, its predecessor corporation. For various historical, operational and regulatory reasons, we have many subsidiaries through which we hold our assets and conduct our operations. For example, our U.S. operations are conducted through our over 99%-owned subsidiary, ICO North America, Inc. (“ICO North America”), and its subsidiaries. We have included a chart with a summary of our organizational structure near the end of this Item 1.

History and Development of Our Business

We were incorporated in the state of Delaware in 2000 in order to purchase the assets and assume certain liabilities of ICO Global Communication (Holdings) Limited, a Bermuda company (“Old ICO”). Our predecessor company, Old ICO, was established in 1995 to provide global, mobile communications services using a satellite network. Old ICO’s original business plan was based on a global MEO satellite system designed to provide voice and data service to a wide-ranging customer base, including traditional mobile phone users, aeronautical and maritime vessels and semi-fixed installations.

On August 27, 1999, Old ICO filed for protection from its creditors under Chapter 11 of the United States Bankruptcy Code and commenced related bankruptcy proceedings in Bermuda and the Cayman Islands with respect to certain of Old ICO’s subsidiaries. From its inception in 1995 through to May 16, 2000, Old ICO had recorded an aggregate net loss of $592.6 million and had capitalized approximately $2.6 billion of costs relating to the construction of its MEO satellites and ground station network.

On October 31, 1999, Eagle River Investments, LLC (“Eagle River”), executed a binding letter agreement with Old ICO. Pursuant to the binding letter agreement, Eagle River and several other investors advanced $225 million to Old ICO under a debtor-in-possession credit agreement. From February 9 through May 16, 2000, an Eagle River affiliate, ICO Global Limited, advanced Old ICO an additional $275 million under a separate debtor-in-possession credit agreement.

On May 3, 2000, the United States Bankruptcy Court approved Old ICO’s plan of reorganization. We subsequently raised $122.9 million from outside investors and $577.1 million from Eagle River to fund our acquisition of the assets and assumption of certain liabilities of Old ICO. On May 17, 2000, when Old ICO’s plan of reorganization became effective, the following transactions occurred:

· We acquired the assets and assumed certain liabilities from Old ICO in exchange for $117.6 million in cash, 43 million shares of our Class A common stock (issued to Old ICO’s former creditors and shareholders), warrants to purchase 20 million shares of our Class A common stock at $30 per share

(issued to Old ICO’s former creditors) and warrants to purchase 30 million shares of our Class A common stock at $45 per share (issued to Old ICO’s former shareholders);

· The $225 million in advances by Eagle River and the other investors were converted into 50 million shares of our Class A common stock; and

· The $275 million in advances by ICO Global Limited were converted into 31 million shares of our Class B common stock.

Subsequent to May 17, 2000, a group of Old ICO sales and distribution partners received 1.8 million shares of our Class A common stock, and Old ICO’s former creditors received 700,000 shares of our Class A common stock in connection with the bankruptcy settlement.

As a result of the events described above, following the reorganization, Eagle River, directly and indirectly through its control of ICO Global Limited, held a controlling interest in us. Effective November 28, 2001, one of our wholly-owned subsidiaries and ICO Global Limited merged with 0.93 shares of our capital stock exchanged for each outstanding share of ICO Global Limited capital stock. As a result of the merger, we issued 25,128,321 shares of our Class A common stock and 55,800,000 shares of our Class B common stock to the shareholders of ICO Global Limited, including Eagle River.

As of May 11, 2006, we had 143,194,992 shares of Class A common stock (which has one vote per share) and 54,886,500 shares of Class B common stock (which has ten votes per share) outstanding. Eagle River remains our controlling shareholder, beneficially owning approximately 34.4% of our total shares and 68.9% of the total voting power of our outstanding capital stock.

After the reorganization, we established a new management team who oversaw the construction of our MEO satellites and ground systems and developed our technical plan for the MEO system. Following one launch failure in March of 2000 as well as disagreements with the manufacturer and launch manager of our MEO satellites, which disagreements are the subject of litigation commenced in 2004, we significantly curtailed construction activity on our MEO system. Despite the curtailment of construction activity, we continue to explore the development of a new MEO business plan outside of North America that would utilize both our physical and regulatory MEO assets.

As we focused on our MSS strategy for the United States, we devised and introduced to the FCC the concept of using MSS spectrum for ancillary terrestrial use in order to address service coverage and economic limitations inherent to the MSS business plan. This concept would allow us full access to urban customers, overcoming signal blockage related to buildings or terrain, giving us greater flexibility to provide integrated satellite-terrestrial services.

In February 2003, the FCC issued an order establishing rules permitting MSS operators to seek authorization to integrate ATC into their networks. Additionally, in May 2005, the FCC granted our request to modify our reservation of spectrum for the provision of MSS in the United States using a GEO satellite system rather than a MEO satellite system. We believe this modification will greatly improve the economic viability of our business plan and proposed services. Finally, on December 8, 2005, the FCC increased the assignment to us of 2 GHz MSS spectrum from 8 MHz to 20 MHz, which we believe will allow us to provide more robust services in the United States. These FCC actions were in part due to the inability of six of the eight original MSS 2 GHz licensees to meet regulatory milestones and other matters.

We formed a new subsidiary, ICO North America, to develop an advanced hybrid mobile satellite service/ancillary terrestrial component system (the “MSS/ATC System”), using a GEO satellite, designed to provide voice, data and Internet service throughout the United States to handsets similar to existing cellular phones. In August 2005, ICO North America issued $650 million aggregate principal amount of convertible notes to fund the development of our MSS/ATC System, and, in February 2006, it sold to certain of its note holders 323,000 shares of Class A common stock (less than 1% of the outstanding shares

of such stock) and stock options (exercisable at $4.25 per share) to purchase an additional 3,250,000 shares of Class A common stock (approximately 1.5% on a fully diluted share basis).

Acquisitions. In July 2002, we agreed to purchase the stock of two companies to which the FCC had also allocated spectrum in the 2 GHz band. Each of the agreements was structured as a two-step stock purchase agreement, with an initial purchase of a minority interest in the entity and a second purchase of a controlling interest subject to the FCC’s approval of the change in control of the holder of the 2 GHz MSS authorization. However, in January 2003, the FCC revoked each company’s 2 GHz MSS authorization. As a result of the FCC action, which was upheld by the U.S. Court of Appeals for the District of Columbia upon the companies’ appeals, we only acquired the initial minority interests in both companies and did not acquire the remaining interests.

Business Opportunity and Strategy

We are a next-generation mobile satellite service operator. We are authorized to offer ubiquitous MSS throughout the United States and are developing an advanced hybrid satellite-terrestrial system. We also continue to explore the development of a business plan outside of North America that would utilize both our physical and regulatory MEO assets. We are a development stage company and do not plan to be in commercial service for any part of 2006 or the first half of 2007.

North America

Industry Overview. The wireless communications sector has been among the strongest growth sectors in the communications industry in recent years. As a result of the growth of wireless traffic due to rapid subscriber growth, increasing usage of wireless voice services and accelerating adoption of mobile video, data and other high-bandwidth applications, we anticipate that existing and potential wireless service providers will need to significantly increase their network capacity.

MSS operators have historically struggled to gain mass-market penetration and profitability despite broad geographic coverage and emergency service capabilities. We believe that this has been due in part to limitations on MSS urban service coverage. Without ATC, it may be challenging for MSS systems to reliably serve densely populated areas because the satellite’s signal may be blocked by high rise structures and may not penetrate into buildings. In order to create a more efficient use of satellite spectrum, encourage the broad deployment of advanced satellite services and provide for emergency services and broad rural wireless coverage, the FCC issued an order in February 2003 establishing rules permitting MSS operators, such as ourselves, to seek authorization to integrate ATC into their networks, and thus use their assigned MSS spectrum for both terrestrial and satellite use. On February 25, 2005, the FCC reaffirmed its earlier decision to permit the integration of ATC into the networks of MSS operators, and, in July 2005, a court appeal of the FCC’s initial ATC decision was withdrawn. We believe these events reduced regulatory uncertainty concerning ATC policy and allow for the development of a combined satellite and terrestrial service.

We believe that MSS operators with the capability of integrating ATC into their networks can be a key factor in addressing certain needs of the U.S. wireless communications sector. For example, the ability to offer traditional cellular service together with satellite services, such as emergency capabilities when terrestrial networks are not functioning due to natural disasters, local service interruptions or acts of terrorism, will enable MSS operators and their potential partners to create real differentiation in their product and service offerings.

MSS operators in the United States have traditionally offered satellite-only services to a small number of users. As a result of the limited demand generated by this niche market, mass production of handsets and user devices has not occurred. The latest generation of satellites, however, allows for the use of smaller user devices than has historically been possible. Advances have been made in the design and construction

of satellites, particularly with respect to the size of the satellite reflector (antenna), which transmits signals to, and receives signals from, the user. Such advances have generally allowed for satellites to communicate with smaller devices, and, in particular, with smaller device antennas. We expect this development will allow for devices whose size and functionality fits more with the mass market demand of consumers and businesses today. We therefore believe we have the ability, on a stand-alone basis or together with a terrestrial partner, to offer integrated satellite and terrestrial solutions in the 2 GHz band to a mass market customer base. Because the 2 GHz band is contiguous with the advanced wireless services (“AWS”) band and near the existing cellular system personal communications service (“PCS”) band, we believe device manufacturers should be able to develop devices in a cost-effective manner for use in the 2GHz spectrum band. These devices could include traditional cellular phone type devices, car kits and antennas to provide mobile broadcast video and/or wireless data to automobiles, notebook computer Network Interface Cards, or other broadband or narrowband data modems and antennas.

Our Strategy. We intend to capitalize on the rapid growth of the wireless sector in the United States by building a hybrid satellite-terrestrial system to offer ubiquitous satellite and terrestrial wireless service throughout the United States. For the remainder of 2006 and 2007, we plan to continue the development of our MSS/ATC System. These activities will include the continuation of construction of our GEO satellite by our contractor, Space Systems/Loral, Inc. (“Loral”), and the associated ground systems. We recently procured launch services on an Atlas V launch vehicle for our GEO satellite, with a launch period commencing on May 31, 2007. We will also continue our development expenditures for the terrestrial network and user devices that will work with our MSS/ATC System. We also expect to increase the number of employees focused on technical, engineering, legal, finance and administrative functions.

Our MSS/ATC System is being designed to utilize the 20 MHz of nationwide spectrum in the 2 GHz band that the FCC has assigned to us. We believe our 20 MHz of nationwide spectrum will allow us to provide more robust services to our future U.S. customers, as well as public safety agencies.

Our position in the 2 GHz spectrum band is advantageous for several reasons, including the fact that it is contiguous to the existing AWS band and near the existing PCS band, which may facilitate integration with existing PCS and future AWS networks and systems. In addition, no other service providers are interleaved within the band, substantially reducing the potential for interference and the need for guard bands to protect from this interference. We anticipate that we will be the first to offer integrated MSS/ATC services in the 2 GHz band, which we expect will be important to attracting strategic partners.

Our MSS/ATC System is being designed to be capable of supporting a full set of mass-market service offerings to urban and rural U.S. customers, including voice, video, Internet and telematics (vehicle tracking), while addressing growing national security and public safety service needs by providing a service offering to supplement existing terrestrial networks. Our GEO satellite architecture is flexible and is expected to be compatible with widely-used, existing radio protocols , including W-CDMA, GSM, CDMA and OFDM, and to be able to support communications with handsets similar in size to existing cellular phones. This system architecture should provide us with many options for the creation of integrated MSS/ATC offerings.

We believe that our MSS/ATC System should be able to leverage the following strengths to capitalize on the growing demand for wireless services. The system is being designed to:

· support a full portfolio of mass-market wireless services, including traditional voice, text messaging, e-mail and other narrowband and broadband data applications;

· provide a nationwide integrated satellite-terrestrial service enabling ubiquitous coverage;

· utilize handsets similar in size to current cellular phones;

· support a wide variety of radio protocols, such as CDMA, GSM or OFDM, allowing for the integration of a wide variety of services and devices; and

· leverage the proximity to the PCS and AWS spectrums with a flexible network architecture facilitating integration with terrestrial partners.

Business Model and Potential Customers. We are in the process of having our GEO satellite and the associated ground systems constructed. Our GEO satellite is scheduled to be launched by July 1, 2007, and we expect to certify our MSS system as operational by July 17, 2007 in compliance with FCC milestones under the authorization. We currently expect that we will develop the infrastructure required for our MSS/ATC System either alone or together with one or more strategic partners.

Given our MSS/ATC System’s potential for ubiquitous nationwide mobile service combined with a terrestrial network, and the FCC’s assignment to us of 20 MHz of spectrum in the 2 GHz band, we anticipate that a significant number of companies can be our potential strategic partners. We are currently in discussions with strategic partner candidates, including current or potential telecommunications service providers who would be able to complement our MSS offerings. These partners, together with us, could augment their current system capacity, expand their network footprint and offer other value-added satellite-based solutions and/or introduce wireless capability to their product portfolio. We currently expect that those companies will generally fall under the broad categories of cellular and PCS providers, satellite radio providers, cable TV service providers, satellite TV service providers and wireless broadband providers. In addition, we anticipate that international telecommunication companies seeking a U.S. operation may be potential partners.

We may also commence operations without a strategic partner. In that event, we would be required to develop additional capabilities in areas such as customer service and billing, marketing, and customer fulfillment. In addition, depending upon the services offered, we may need to commence construction of a terrestrial network, including the leasing of towers, the installation of radio equipment and the provisioning of a ground network to connect the terrestrial network. If we were to commence operations without a strategic partner, it would require substantial additional capital.

Competition. There are currently six companies, including us, who are authorized by the FCC to offer MSS services in the three ATC-eligible MSS spectrum bands, the 2 GHz band, the L-band (1.6 GHz band) and the Big LEO (low earth orbit) band (1.6 / 2.4 GHz band). These spectrum bands exhibit marked differences in frequency location, bandwidth and interference issues.

There are currently two operators, TerreStar/TMI and us, authorized to offer MSS services in the 2 GHz band, each with 20 MHz of spectrum. TerreStar/TMI has announced plans to launch a satellite system with coverage of the United States and Canada that is expected to communicate with handsets similar to mobile devices, and it may also seek to form partnerships with companies in the telecommunications industry. Under FCC rules, the first of us or TerreStar/TMI to launch a satellite may select which of the two 10 MHz blocks in each of the 2 GHz uplink and downlink frequency bands that it will use to provide MSS. We believe that we are positioned to be the first to launch a satellite for the 2 GHz band.

There are currently two entities that have U.S. authorization to provide MSS services in the L-band, Mobile Satellite Ventures and Inmarsat Global Ltd. To date, Mobile Satellite Ventures is the only MSS provider in the L-band to have received ATC authorization. Mobile Satellite Ventures currently provides MSS using two GEO satellites, and has announced plans to develop an integrated satellite and terrestrial service. Inmarsat operates a global MSS system and has announced that it intends to file for ATC authorization for a satellite that will eventually have geographic coverage of the United States.

Globalstar LLC and Iridium Satellite LLC are both licensed and operational in the Big LEO band; however, to date, only Globalstar has applied for and received ATC authorization. Both Globalstar and

Iridium provide voice and data services using dozens of LEO satellites. Iridium’s coverage is nearly global, and Globalstar covers numerous countries.

We expect that the competition for MSS customers and strategic partners will increase as the entities described above continue with their respective business plans. We believe that competition will be based in part on the ability to support a full set of satellite and terrestrial service offerings, time to market and product offerings, including handset sizing, as well as the ability to use spectrum in the most efficient manner.

Outside of North America

We are authorized to operate a MEO satellite system globally outside of the United States (with the exception of two Middle Eastern countries) in the 2 GHz band pursuant to regulations promulgated by the United Kingdom and by the ITU. We are presently the only company authorized to operate in the 2 GHz band in Europe. We have in orbit one MEO satellite, which currently provides data gathering services. We have ten additional MEO satellites in storage, most of which are in advanced stages of completion. We are currently using one gateway ground station equipped with five antennas, located in the United States, to monitor the MEO satellite in orbit.

In recent years the wireless communications sector has been among the strongest growth sectors in the communications industry globally. In many markets, the amount of wireless traffic has grown at rates greater than in the United States. We anticipate that existing and potential wireless service providers will likely need to significantly increase their network capacity in order to maintain quality voice and data services while at the same time satisfying the growing consumer demand for enhanced and combined mobile and satellite service offerings.

Despite curtailment of our previous MEO business plan, we continue to explore the development of a new MEO business plan outside of North America that would utilize both our physical and regulatory MEO assets. Such a business plan will likely involve coordination with global and/or regional wireless operators as distribution partners. We are in discussions with potential partners who could provide funding for the development of the MEO system or who could provide other strategic assets to complement our physical and regulatory MEO assets. In addition to pursuing the development of the global MEO satellite system, we may also pursue the integration of ATC-like components into our MEO satellite system to the extent permitted by applicable foreign regulatory authorities in the future.

Regulation

Our ownership and operation of satellite and wireless communication systems is subject to regulation from the FCC, the ITU, and the U.K. Office of Communications (“Ofcom”).

Federal Communications Commission

The FCC generally regulates the construction, launch and operation of satellites, the use of satellite spectrum at particular orbital locations, the licensing of earth stations and mobile terminals, and the provision of satellite services in the United States. In 2001, the FCC authorized us to provide MSS in the United States using a MEO satellite system. In May 2005, the FCC granted our request to modify our reservation of spectrum for the provision of MSS in the United States using a GEO satellite system rather than a MEO satellite system. A network that combines satellite services with ATC will require a separate FCC ATC authorization and additional FCC authorizations to cover terrestrial facilities used to provide MSS/ATC services, including licenses and equipment certifications for the MSS/ATC handsets and other end-user equipment, as well as any gateway ground station located in the United States.

MSS Authorization. The FCC has allocated a total of 40 MHz of spectrum in the 2 GHz band for the provision of MSS. On December 8, 2005, the FCC increased the assignment of 2 GHz MSS spectrum to us from 8 MHz to 20 MHz, with geographic coverage of all 50 states in the United States, as well as Puerto Rico and the U.S. Virgin Islands.

FCC authorizations to provide MSS are subject to various regulatory milestones relating to the construction, launch, and operation of MSS satellites, which constitute the satellite system component of an integrated MSS/ATC network. The FCC milestone requirements are intended to ensure the rapid delivery of service to the public and to prevent the “warehousing” of spectrum. The FCC milestones that we must meet in order to preserve our FCC authorization to provide 2 GHz MSS include, among other requirements, the launching of a GEO satellite by July 1, 2007 and our certification of our MSS system as operational by July 17, 2007. Failure to comply with any of the FCC milestones could result in a cancellation of the 2 GHz MSS authorization, unless a milestone waiver or extension is obtained. To date, we have certified to the FCC that we have met the first five FCC milestones. We are required to meet seven additional FCC milestones. We have a particularly aggressive schedule for the construction and launch of our GEO satellite.

In addition, our use of the 2 GHz band is subject to successful relocation of incumbent broadcast auxiliary service, cable television relay service and local television transmission service (collectively “BAS”) users and other users in the band. The FCC’s rules require new entrants to the 2 GHz band, including 2GHz MSS licensees, to relocate incumbent BAS users. Sprint Nextel, a new entrant in the 2 GHz band, is required to relocate incumbent BAS users in the 1990-2025 MHz band, which includes the 2 GHz MSS uplink band, and may be entitled to and has indicated that it intends to seek an as yet undetermined amount of reimbursement of eligible clearing costs from 2 GHz MSS licensees on a pro rata basis. 2 GHz MSS licensees also must relocate incumbent users in the 2 GHz MSS downlink band at 2180-2200 MHz or reimburse other parties for their costs of relocating those incumbent users. Relocation of incumbent users in the 2 GHz band remains a complex undertaking with the potential to delay the launch of commercial MSS operations.

ATC Authorization. ATC authorization enables the integration of a satellite-based service with terrestrial wireless services, resulting in a hybrid MSS/ATC system. The FCC regulates the ability to provide ATC-related services, and authorization for such use is predicated on compliance with and achievement of various regulatory milestones relating to the construction, launch and operation of the underlying MSS system. An MSS operator seeking to provide ATC must separately apply for ATC authorization and meet additional “gating criteria” related to the operation of its MSS system as a pre-condition to obtaining an ATC authorization, including the following:

· the MSS system must be capable of providing continuous satellite service;

· for GEO systems, MSS coverage must include all 50 states, Puerto Rico and the U.S. Virgin Islands, unless it is not technically possible;

· MSS must be commercially available (i.e., offered to the general public for a fee);

· ATC service may be provided using only the spectrum assigned to the MSS licensee;

· the operator is required to establish that its MSS and ATC services are fully integrated either by (i) offering dual-mode MSS/ATC user terminals to provide both MSS and ATC services or (ii) making a substantial showing demonstrating that the MSS operator will offer an integrated MSS/ATC service;

· for GEO systems, a spare satellite must be maintained on the ground within one year after commencing ATC service and must be launched into orbit during the next commercially reasonable launch window following a satellite failure; and

· ATC-only subscriptions are prohibited.

ATC applications generally will not be granted until all the gating criteria are met, although an MSS licensee can apply for ATC authorization prior to meeting all of the gating criteria. We believe that we will apply for ATC authorization in 2007.

To provide MSS/ATC services in the United States, we must also apply for separate FCC authorizations to cover terrestrial facilities used to provide the services, including licenses and equipment certifications for the MSS/ATC handsets and other end-user equipment.

International Telecommunication Union

The ITU regulates on a global basis the use of radio frequency bands and orbital locations used by satellite networks to provide communications services. The use of spectrum and orbital resources by us and other satellite networks must be coordinated pursuant to the ITU’s Radio Regulations in order to avoid interference among the respective networks. Under ITU rules, our MEO system is deemed to have been brought into use and therefore is entitled to international recognition and legal protection. By June 1, 2012, the ICO North America GEO system is required under ITU rules to be brought into use and coordinated with those national administrations whose satellite systems have superior ITU rights and who have communicated coordination requests to the ITU with respect to the ICO North America GEO system. If we fail to complete coordination with such administrations and systems prior to the launch of the ICO North America GEO system, the GEO system may be prohibited under ITU rules from providing coverage to countries with whom coordination requests are outstanding. We do not anticipate any issues in meeting these requirements.

U.K. Office of Communications

Operations of our satellites are authorized by the United Kingdom through Ofcom and the U.K. Department of Trade and Industry. The MEO system was first authorized for filing at the ITU by the United Kingdom in 1994. Handsets to be used in the MEO system for the provision of MSS were authorized in a 1999 U.K. statute. In 2005, the ICO North America GEO system satellite was authorized for filing at the ITU by the United Kingdom, and the United Kingdom has formally requested coordination with other national administrations for the GEO system. Under United Nations treaties, only nations have full standing as ITU members, and therefore we must rely on the United Kingdom to represent our interests there, including regulatory filings and coordinating the orbital position of our satellite and spectrum with all other potentially affected satellite operators that are represented by their respective national administrations.

Ofcom submits and maintains ITU filings on our behalf pursuant to our continuing compliance with U.K. due diligence requirements, which include obligations to proceed with our business plans and to comply with Ofcom and ITU requirements related to filings made and activities undertaken on our behalf, which include European Commission rules and may also include Conference of European Posts and Telecommunications (“CEPT”) decisions as they are developed for the provision of MSS in the 2 GHz band. For example, we have certified that the MEO system has met seven of the eight milestones specified in the 1997 CEPT decisions that provisioned spectrum in Europe for 2 GHz MSS systems. U.K. due diligence obligations require that we meet the final milestone by providing commercial services in Europe, which may require the launch of additional MEO satellites. However, the precise requirements and timing that may be imposed by Ofcom in this regard are still to be determined. In addition, we must diligently participate in international coordination meetings arranged by Ofcom and coordinate with other national administrations in good faith.

Our Planned Systems and Operations

MSS/ATC System

We are working closely with several industry-leading vendors to design and build our MSS/ATC System. To date, we have certified that we have met the first five FCC milestones. These milestones are designed to measure our progress toward having our MSS system certified as operational by July 17, 2007 in accordance with the milestone schedule.

Our MSS/ATC System infrastructure is expected to include the following:

· one orbiting GEO satellite, which will utilize a “bent pipe” architecture, where the satellite “reflects” the signals between the end-user equipment and the gateway ground station;

· ground-based beam forming (“GBBF”) equipment that is expected to be located at the gateway ground station;

· a land-based transmitting/receiving station utilizing large gateway feederlink antennas, with the gateway ground station connecting to our network through high-speed interconnection links and providing the interface between the satellite and the network;

· a core switching/routing segment, consisting of equipment used to route voice and data traffic between our network and the public data, telephone, Internet and mobile network, and integrated with the satellite and ATC segments;

· an ancillary terrestrial component that will provide terrestrial wireless communications services that will be fully integrated with the satellite segment to provide ubiquitous national coverage to end users; and

· end-user equipment capable of supporting satellite-only and dual-mode (satellite/terrestrial) services.

GEO Satellite. On May 24, 2005 the FCC granted our request to modify our reservation of spectrum for the provision of MSS service in the United States using a GEO satellite system, rather than a MEO satellite system. In anticipation of this approval, on January 10, 2005, we entered into a contract with Loral for construction of our GEO satellite with the contract mirroring the prescribed milestone dates set by the FCC, including completion of the GEO satellite in May 2007 and availability for launch by July 1, 2007. We amended and restated the contract on November 29, 2005, to incorporate the construction and integration with the GEO satellite of the GBBF equipment for the gateway segment. Loral completed the satellite critical design review in May 2005, and physical construction of the satellite is currently underway.

Our GEO satellite design is based on a Loral 1300 standard satellite platform that has been optimized for GEO MSS/ATC communications requirements. It features an expected 15-year service life and a 12-meter unfurlable reflector (antenna) that focuses the 2 GHz signals on North America. On March 10, 2006, we entered into an agreement with Lockheed Martin Commercial Launch Services, Inc. to provide launch services on an Atlas V launch vehicle, with a launch period commencing on May 31, 2007.

The GEO satellite is designed to enable us to provide continuous service coverage primarily in all 50 states in the United States, as well as Puerto Rico and the U.S. Virgin Islands. If appropriate regulatory approval is granted by other countries, the GEO satellite is capable of providing service outside of the United States, throughout many parts of North America.

The FCC has authorized us to operate our GEO satellite at 91 ° west longitude. This orbital slot could present coordination challenges with other GEO satellites operated at or near 91 ° west longitude. We have submitted an ITU filing for operation at the 93 ° west longitude orbital slot, and recently negotiated with the party who formerly held the first-priority rights to use that orbital location, for purposes of the ITU

rules, in order to allow us to have first-priority rights to use an orbital slot at or near 93 ° west longitude. We have a pending FCC application to modify our 2 GHz MSS authorization to change the orbital location of our GEO satellite from 91 ° west longitude to 92.85 ° west longitude. We anticipate that this change should ease international coordination efforts.

The FCC will require us to maintain a spare satellite on the ground within one year after commencing ATC service. The spare satellite must be launched into orbit during the next commercially reasonable launch window following a satellite failure. The spare satellite is not a requirement for the provision of MSS-only services.

Ground-Based Beam Forming Equipment. GBBF equipment is expected to be located at the gateway ground station. GBBF is a method of processing the communication signals at the gateway in a manner such that the satellite can dynamically form up to 250 spot beams of varying sizes throughout our coverage area.

Gateway Segment. The gateway segment of our MSS/ATC System will consist of a facility using a large gateway feederlink antenna, along with the equipment necessary to communicate with the satellite. The gateway ground station will track the GEO satellite with the gateway antenna and will manage traffic routing and satellite telemetry, tracking and command between the ground and satellite antennas so as to maintain uninterrupted communications. A redundant gateway antenna and/or ground equipment may be implemented as needed.

We intend to own the gateway segment equipment and contract for the hosting of this equipment and for its operations and maintenance. We are currently in discussions with vendors regarding the build-out of the other components of the MSS/ATC System.

Core Switching/Routing Segment. The core switching/routing segment will include the equipment needed to direct calls, route data traffic, provide application services and manage the network. In addition, network management applications are expected to manage integration and coordination of the MSS and ATC segments. Together, all of the core switching/routing components are expected to ensure that switching and radio capacity is used efficiently to provide integrated services throughout our MSS/ATC System. We are currently in the process of identifying appropriate vendors and partners to design, build and operate the core switching/routing segment and network operations centers. We believe that there are several vendors and partners who can meet our specifications in this regard.

ATC Segment. The ATC segment will provide terrestrial wireless communications service that, when fully integrated with the satellite segment, will offer ubiquitous national coverage to end users. The satellite segment and the terrestrial communications segment will work in concert to provide integrated services to end users. Together, the MSS and ATC segments are expected to share the 20 MHz of nationwide spectrum. Our integrated MSS/ATC System is expected to include MSS radio equipment that will be co-located with the gateway segment equipment and ATC base stations that are expected to be deployed throughout the service area. These, together with dual-mode or other integrated devices, are expected to be capable of providing integrated end-user services and efficiently utilize the spectrum.

End-User Devices. We intend to provide integrated services that maximize the benefits of the combination of satellite and terrestrial components. We are focused primarily on offering differentiated products and services that integrate both components. We intend to work with one or more handset or handset platform manufacturers and potentially one or more terrestrial ATC partners to design and develop MSS/ATC capable devices; among these is a lightweight mass-market handset similar to existing cellular phones and PDAs. We believe a dual-mode (terrestrial/satellite) mobile device that is comparable to current terrestrial mobile phones can be constructed with relatively little additional hardware expense. We also may develop several different types of handsets for specific applications, such as homeland

defense, telematics, mobile broadcast video, maritime, and aeronautical. We are in discussions with several manufacturers and believe that such dual-mode devices can be manufactured.

Satellite Risk Management

We intend to obtain launch vehicle and satellite insurance and maintain in-orbit insurance coverage, each in an amount equal to the full replacement cost of the launch vehicle and our GEO satellite. Launch insurance policies typically cover claims arising from events that take place during the launch of the satellite through subsequent in-orbit testing and operations, including the replacement value of the launch vehicle, the partial or full loss of the satellite during launch, the failure of a satellite to obtain proper orbit and the failure of a satellite to perform in accordance with design specifications during the policy period, as well as insurance on the cost of such insurance. Insurance policies include customary commercial satellite insurance exclusions and/or deductibles and material change limitations, including exclusions on coverage for damage arising from acts of war and other similar potential risks in addition to exclusions for certain types of problems affecting the satellite that were known at the time the policy was written. We anticipate that, as is common in the industry, we will not insure against business interruption, lost revenues or delay of revenues in the event of a total or partial loss of the communications capacity or life of the satellite.

Our MEO Satellite System

In addition to our planned MSS/ATC System, we are authorized pursuant to regulations promulgated by the United Kingdom to operate a global MEO satellite system. U nder ITU rules, our MEO system is deemed to have been brought into use and therefore is entitled to international recognition and legal protection.

Following one launch failure in March 2000, as well as disagreements with the manufacturer and launch manager of our MEO satellites, which disagreements are the subject of litigation commenced in 2004, and the issuance in 2003 of the FCC’s order establishing rules permitting MSS operators to seek authorization to integrate ATC into their networks, we have accelerated the development of our MSS/ATC System in North America using a GEO satellite. In 2004, we gave notice of the termination of the construction and launch agreements for our MEO satellites. In 2003, we decided that we would no longer provide full funding to certain of our subsidiaries to pay the operators of gateways for the MEO system unless the agreements with such operators were restructured to reduce service levels and payment obligations. As a result, eight of the ten operators have terminated their agreements, four of which have been successfully renegotiated and our obligations thereunder released, four of which have been terminated but are not yet settled, one of which has been extended and one of which we continue to perform under as previously agreed.

We have in orbit one MEO satellite launched in June 2001, referred to as “F2”, which currently provides data gathering services. Primary satellite control is provided under an agreement with PanAmSat Corporation, and we have a network management center and a backup satellite control center in Slough, United Kingdom. We are required to have the capability of controlling F2 from the United Kingdom as part of our U.K. authorization. We are currently using one gateway ground station equipped with five antennas, located in the United States, to monitor F2. We also own a facility in Itaborai, Brazil, on which certain gateway equipment for the MEO system is located.

In addition, we have ten MEO satellites in storage under an agreement with Boeing Satellite Systems International, Inc., most of which were in advanced stages of completion prior to the termination of work under the satellite agreements. The MEO satellites, including F2, are a modified Hughes 601 and Hughes 702 design and have a designed in-orbit life of 12 years. The satellites feature active S-band antennas capable of forming up to 490 beams for satellite-user links and C-band hardware for satellite-ground station links.

As a result of the decision to significantly curtail construction, the MEO satellite system has been written down to its fair value of zero for accounting purposes on our consolidated financial statements.

Plan of Operation for 2006. Despite curtailment of our previous MEO business plan, we continue to explore the development of a new MEO business plan outside of North America that would utilize both our physical and regulatory MEO assets. Our MEO system has met seven out of eight milestones specified for 2 GHz MSS systems in Europe. We may proceed toward meeting the final milestone by providing commercial services in Europe, which may require the launch of additional MEO satellites, when the precise requirements imposed by the U.K. agencies in this regard are determined. We have also completed coordination, pursuant to the ITU’s Radio Regulations, for our MEO system (with the exception of two Middle Eastern countries), and may pursue operating licenses globally. In addition, we are in discussions with potential partners who could provide funding for the development of the MEO system or who could provide other strategic assets to complement our physical and regulatory MEO assets. In addition to developing the global MEO satellite system, we may also pursue the integration of ATC-like components into our MEO satellite system to the extent permitted by applicable foreign regulatory authorities in the future.

Summary Organizational Chart

The following chart is a summary of the organizational structure of our company as of May 11, 2006. For various historical, operational and regulatory reasons, we have many subsidiaries through which we hold our assets and conduct our operations. This chart only lists our primary subsidiaries. Many of these subsidiaries were formed in connection with the development of the MSS/ATC System. Unless otherwise indicated, each entity is wholly-owned by its parent entity.

* ICO North America has outstanding 7.5% notes. If all of the 7.5% notes are converted, the Company’s equity interest in ICO North America would be decreased to approximately 56%.

ICO Global Communications (Operations) Limited is authorized to operate a MEO satellite system globally pursuant to regulations promulgated by the United Kingdom and by the ITU. Our operations outside of North America are primarily conducted by this subsidiary and its subsidiaries.

ICO North America, Inc. was formed to develop the MSS/ATC System, and all of our operations in North America are conducted by this subsidiary and its subsidiaries. ICO North America is funding the MSS/ATC System, in part, through the issuance on August 15, 2005 of $650 million aggregate principal amount of 7.5% notes.

ICO Satellite Management LLC contracted in January 2005 with Loral for construction of a GEO satellite for use in the MSS/ATC System. ICO Satellite Management LLC assigned this contract to ICO Satellite Services G.P. in January 2006.

ICO Satellite Services Limited and ICO Services Limited are the subsidiaries through which ICO North America holds a 100% interest in ICO Satellite Services G.P.

ICO Satellite Services G.P . was assigned 8 MHz of 2 GHz spectrum by the FCC for the provision of MSS in the United States. The FCC granted ICO Satellite Services’ request in May 2005 to modify its reservation of spectrum for the provision of MSS in the United States using a GEO satellite system rather

than a MEO satellite system. ICO Satellite Services transferred the FCC authorization to New ICO Satellite Services G.P. in December 2005. ICO Satellite Services is also the assignee of the contract between ICO Satellite Management LLC and Loral for construction of a GEO satellite and the ground-based beam forming equipment for use in the MSS/ATC System. In March 2006, ICO Satellite Services G.P. entered into an agreement with Lockheed Martin Commercial Launch Services, Inc. to provide launch services on an Atlas V launch vehicle. ICO Satellite Services G.P. owns a 99.99% interest in New ICO Satellite Services G.P.

SSG UK Limited owns a 0.01% interest in New ICO Satellite Services G.P.

New ICO Satellite Services G.P. holds the U.S. FCC authorization. It acquired the FCC authorization from ICO Satellite Services G.P. in December 2005. The FCC increased the assignment of 2 GHz MSS spectrum to 20 MHz on December 8, 2005.

Financial Information About Geographic Areas. Most of our assets and current development activities relate to our North American business. The following table contains the location of our long-lived assets for each of the three years in the period ended December 31, 2005 (in thousands):

	December 31,
	2005		2004			2003
United States	$	117,391		$	—	$	788,815
Foreign	—			—		88,628
	$	117,391		$	—	$	877,443

Intellectual Property

We hold 24 granted U.S. patents, representing a total of 346 patent claims. We also have 5 pending U.S. patent applications. For our MSS/ATC System, the patents and applications cover features such as various frequency reuse schemes, different terrestrial and satellite air interfaces, dual-mode user devices, network control and frequency planning, among others. We hold 19 granted patents and have 5 pending patent applications in various foreign jurisdictions. Assuming that all maintenance fees and annuities continue to be paid, the patents expire on various dates from 2016 until 2022. “ICO” and the associated ICO corporate logo are our registered trademarks in the United States, and we maintain trademarks in approximately 18 foreign jurisdictions.

Employees

As of May 11, 2006, we had a total of 22 employees, including executive officers. We have engaged 9 consultants for the purpose of providing human resources, accounting services, strategy, regulatory and certain engineering specialties. We are currently hiring employees in the technical, administrative, legal, and operating fields, and expect to have several additional employees prior to year-end 2006. Our employees are not subject to any collective bargaining agreements.

Item 1A. Risk Factors.

The risks below address some of the factors that may affect our future operating results and financial performance. If any of the following risks, or other risks not presently known to us or that we currently believe not to be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected.

Risks Related to Our Business

We have no significant operations, revenues or operating cash flow and will need additional liquidity to fund our operations and fully fund all necessary capital expenditures.

We were restructured in a bankruptcy and, since May 2000, have had no significant operations or revenues and do not generate any cash from operations. With the exception of gains recognized on certain contract settlements in 2005, we have incurred net losses since May 2000. We expect to have losses for the foreseeable future. We continue to incur expenses, which must be funded out of cash reserves or the proceeds (if any) of future financings.

The implementation of our business plan, including the construction and launch of a satellite system and the necessary terrestrial components of the mobile satellite service/ancillary terrestrial component system, referred to as the MSS/ATC System, will require significant funding. It is unclear when, or if, we will be able to generate sufficient cash from operations to cover our expenses and fund capital expenditures. Our current assets will not be sufficient to fund our expenses through deployment of our MSS/ATC System and commencement of revenue-generating operations. If we determine to develop the necessary ATC ground infrastructure alone, rather than with strategic partners, our capital requirements would be even more substantial. Moreover, the indenture governing ICO North America’s 7.5% convertible senior secured notes due 2009, referred to as the 7.5% notes, restricts its ability to incur additional indebtedness and to sell, lease, transfer or encumber any of its assets. There is no assurance that we will be able to obtain the additional funding required in the amounts or at the time the funds are required.

We may not be successful in implementing our business plan and this failure would have a material effect on our financial condition and results of operations.

Our business plan contemplates building an MSS/ATC system serving all 50 states in the United States, as well as Puerto Rico and the U.S. Virgin Islands. Neither we nor any other company in the past has offered service over such an integrated satellite and ancillary terrestrial component network. There are no assurances that we will be able to develop such a network in the timetable or within the total costs projected, or that we will be able to successfully sell the services provided by such a network. We are substantially dependent on the efforts of our suppliers to develop and deliver the satellite and other material components of our planned MSS/ATC System, and there are no readily available substitute suppliers. We presently have limited operations other than development of our MSS/ATC System and delays in the delivery or deployment of the satellite will be harmful to the implementation of our business plan and, as a consequence, our financial condition and results of operations.

There are significant risks associated with building, launching and operating the satellite contemplated under our business plan.

Our business plan contemplates operating one GEO satellite, exposing us to risks inherent in satellite launch and operations, including possible delivery delays, launch failure or incorrect orbital placement. A delay in delivery of the satellite could cause us to miss our scheduled launch date. Such a delay could be caused by many factors, including unanticipated delays in designing the satellite to our specifications, unavailability of components, the performance of subcontractors and similar design and construction issues. A launch failure would result in significant delays in the deployment of the GEO satellite because of the need both to construct a replacement satellite, which can take 27 months or longer, and to obtain other launch opportunities. Such significant delays could materially and adversely affect our operations. Launch vehicles may also underperform, failing to place the GEO satellite in the desired orbital location. Even if we are able to place the GEO satellite into service by using its onboard propulsion systems to reach the desired orbital location, the satellite’s useful life could be reduced. Satellites generally are subject to

significant operational risks while in orbit. These risks include malfunctions, commonly referred to as anomalies, which can occur as a result of various factors, such as satellite manufacturers’ errors, problems with the power or control systems of the satellites and general failures resulting from operating satellites in the harsh environment of space. We suffered launch failure with one of our MEO satellites, and another satellite in the MEO system that was successfully launched experienced an anomaly in orbit that delayed functionality for several months.

While we have previous experience in launching and operating satellites and expect to obtain insurance for the launch and on-going operations of the satellite, such insurance will not fully cover all losses we may experience. We may face delay and/or financial loss in case of a disruption in the GEO satellite’s construction or operation. We may not always be able to obtain insurance at reasonable rates. The occurrence of a launch failure could materially adversely affect our ability to insure the launch of our satellites at commercially reasonable premiums, if at all. Once launched, we may be unable to obtain and maintain insurance for our GEO satellite, and the insurance we obtain will not cover all losses we may experience. We do not expect to insure against business interruption, lost revenues or delay of revenues. Also, any insurance we obtain will likely contain certain customary exclusions and material change limitations that would limit our coverage.

A launch or operational failure of the satellite may also endanger our FCC authorization to provide MSS using the 2 GHz spectrum in the event that satellite services cannot be promptly or fully initiated or restored. The loss of our MSS authorization would have a material adverse effect on our financial condition and results of operations. See “Regulatory Risks—Our 2 GHz MSS authorization is subject to significant implementation milestones.”

There are significant technological risks associated with development of our MSS/ATC System.

The successful development of our MSS/ATC System will require us, through our subsidiaries and together with our suppliers and partners, to develop several new systems. These include the integrated MSS and ATC systems, dual direction ground-based beam forming for communications between the satellite and terrestrial equipment, and the development of mass-market dual mode devices that will meet the FCC’s requirements, none of which exists today. Although ground-based beam forming has been used for satellites before, to the best of our knowledge, it has never been implemented in both directions to the extent planned for the GEO satellite. Also, the GEO satellite may operate at lower signal strength than other satellites, increasing the challenge of developing a suitable dual mode device. Each of these developments represents unique challenges that may impact schedule and development cost. In addition, the end-user devices and the new network infrastructure may be at a cost disadvantage, due to lack of manufacturing scale. This may place us at a cost disadvantage with respect to other terrestrial carriers.

Other parties may have patents or pending patent applications related to integrated MSS/ATC system technology. Those parties may claim that our products or services infringe their intellectual property rights and bring suit against us for infringement of patent or other intellectual property rights. Although we believe that we do not (and we do not intend to), we may be found to infringe on or otherwise violate the intellectual property rights of others. If our products or services are found to infringe or otherwise violate the intellectual property rights of others, we may need to obtain licenses from those parties or design around such rights, increasing development costs and potentially making the system’s operation less efficient. We may not be able to obtain the necessary licenses on commercially reasonable terms, or at all, or to design around such rights. In addition, if a court finds that we infringe or otherwise violate the intellectual property rights of others, we could be required to pay substantial damages or be enjoined from making, using or selling the infringing product or technology. We could also be enjoined while an infringement suit was pending. Any such claim, suit or determination could have a material adverse effect on the operation of the system or our financial condition and results of operations.

Further, we will have to license hardware and software for our system and products. There can be no assurance that the necessary licenses will be available on acceptable commercial terms. Failure to obtain such licenses or other rights could have a material adverse effect on our business, operating results and financial condition.

The success of our business plan may depend on our ability to form strategic partnerships to develop our MSS/ATC System under the constraints of various regulatory requirements.

Our business plan contemplates that we may form strategic partnerships with parties who are able to complement our satellite offerings and benefit from our satellite and/or terrestrial network components. We currently have no strategic partners for our MSS/ATC System, and there can be no assurances that we will be able to form such partnerships on attractive terms. Further, such partnerships may be subject to various regulatory requirements on operation and ownership of satellite and terrestrial assets that may significantly impact the value to a third party of entering into a strategic relationship with us.

We face significant competition from companies that are larger or have greater resources.

We face significant competition from companies that are larger or have greater resources, and from companies that may introduce new technologies and new wireless spectrum. While we plan to be one of the first companies to offer integrated satellite and ATC-based terrestrial services, in parts of our business we will face competition from many well-established and well-financed competitors, including existing cellular/personal communications service operators who have large established customer bases. Many of these competitors have substantially greater access to capital and have significantly more operating experience. Further, due to their larger size, many of these competitors enjoy economies of scale benefits that are not available to us.

We may also face competition from other MSS operators planning to offer MSS/ATC services. In addition, the FCC could make additional wireless spectrum available to new or existing competitors. The FCC has announced its intent to begin auctioning, on June 29, 2006, 90 MHz of spectrum designated for advanced wireless services, which include a variety of wireless services such as Third Generation, or 3G, mobile broadband and advanced terrestrial wireless services. The FCC has designated additional spectrum for advanced wireless services, but has not yet adopted licensing or service rules for that spectrum.

In addition, the FCC has been directed by U.S. Congress to auction another 60 MHz of spectrum in the 700 MHz band no later than January 28, 2008, although the spectrum will not become available for use any earlier than February 2009.

We may also face competition from the entry of new competitors or from companies with new technologies, and we cannot at this time project the impact that this would have on our business plan or our future results of operations.

We may be unable to protect the proprietary information and intellectual property rights that our operations and future growth will depend on.

The success of our business plan depends, in part, on our ability to develop or acquire technical know-how and remain current on new technological developments. As a result, our ability to compete effectively will depend, in part, on our ability to protect our proprietary technologies and systems designs. While we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be successful in doing so. We rely on patents, trademarks, copyrights, trade secret laws and policies and procedures related to confidentiality to protect our technology, products and services. Some of our technology, products and services, however, are not covered by any of these protections.

We do not know whether any of our pending patent applications will be issued or, in the case of patents issued or to be issued, that the claims allowed are or will be sufficiently broad to protect our intellectual property. Even if all of our patent applications are issued and are sufficiently broad, our patents may be challenged, invalidated or circumvented. In addition, we do not know whether we will be successful in maintaining the rights to our granted trademarks and these trademark rights may be challenged. Moreover, patent and trademark applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any resulting foreign patents may be difficult and expensive to enforce. We could, therefore, incur substantial costs and diversion of resources in prosecuting patent and trademark infringement suits or otherwise protecting our intellectual property rights, which could have a material adverse effect on our financial condition and results of operations, regardless of the final outcome. Despite our efforts to protect our proprietary rights, there can be no assurance that we will be successful in doing so or that our competitors will not independently develop or patent technologies equivalent or superior to our technologies.

We also rely upon unpatented proprietary technology and other trade secrets. While it is our policy to enter into confidentiality agreements with our employees and third parties to protect our proprietary expertise and other trade secrets, these agreements may not be enforceable, and, even if they are legally enforceable, we may not have adequate remedies for breaches of such agreements. The failure of our patents or confidentiality agreements to protect our proprietary technology or trade secrets could have an adverse effect on our results of operations.

We may be unable to determine when third parties are using our intellectual property rights without our authorization. The unremedied use of our intellectual property rights or the legitimate development or acquisition of intellectual property similar to ours by third parties could reduce or eliminate any competitive advantage we have as a result of our intellectual property, adversely affecting our financial condition and results of operations. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and management’s attention, and there is a risk that we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our business, financial condition and results of operations.

ATC spectrum access is limited by technological factors.

We will operate with the authority to use a finite quantity of 2 GHz spectrum. Spectrum used for communication between the satellite and the end user may interfere with portions of the spectrum that would otherwise be available for ATC use, diminishing the availability of spectrum for the ATC component to an extent that cannot be quantified at this time.

We are currently being audited by the IRS for a tax year in which we realized a sizeable gain that was offset by losses.

For U.S. federal income tax purposes, we realized a gain of more than $300 million on the disposition of certain securities in 2003. This gain was offset by losses incurred in connection with the abandonment of certain assets related to our MEO network in 2003. We are currently being audited for tax year 2003 by the Internal Revenue Service. While we believe that we properly treated and reported all items of gain and loss, the disallowance of the deductions claimed would have a material adverse effect.

We are engaged in litigation with The Boeing Company and Boeing Satellite Systems International and expect to incur material expenses in pursuing this litigation.

We are engaged in litigation with The Boeing Company and Boeing Satellite Systems International, Inc., referred to as BSSI, arising out of agreements for the development and launch of MEO

satellites for our subsidiary, ICO Global Communications (Operations) Limited. We have asserted cross-claims that we believe are meritorious in this litigation, but affirmative claims of BSSI are still pending. While BSSI’s allegations are unproven and it has not specified the amount of monetary relief it is seeking, BSSI alleges that it suffered losses of a material dollar amount. We anticipate that the expense of pursuing this litigation will be material.

We are in the process of terminating our MEO gateway agreements and may incur additional material expenses in terminating these agreements.

Certain of our subsidiaries had agreements with ten operators of gateways for our MEO system, and have successfully renegotiated and terminated four of those agreements. In addition, four of the agreements have been terminated but are not yet settled, one of the agreements has been extended and we continue to perform under one additional agreement. We have discontinued the funding of certain of the gateway agreements and may discontinue the funding of certain of our subsidiaries who are parties to the gateway agreements. There can be no assurance that there will not be costs associated with further terminations or that the operators of gateways will not try to hold us liable for these agreements. If we are unable to terminate and settle the remaining agreements and are held liable for them, it could have a material adverse effect on our financial condition.

Our auditors identified material weaknesses in our internal controls during their audit of our financial statements. If we are unable to successfully address these material weaknesses in our internal controls, or other control deficiencies, our ability to provide timely and accurate financial statements could be adversely affected.

In connection with their audit of our financial statements for the years ended December 31, 2003, 2004 and 2005, our independent auditors identified material weaknesses in our internal controls. Certain of these were matters that could, in our auditor’s judgment, adversely affect our ability to record, process, summarize and report financial data. The comments and recommendations provided by our auditors included, but were not limited to: the need to employ additional financial reporting staff with adequate technical training and experience in connection with the preparation of consolidated financial statements on a timely basis and the need to improve control procedures with respect to recording journal entries.

If the material weaknesses identified by our auditors are not remedied, they could materially adversely affect our business and results of operations. For example, if we do not have sufficient adequately trained and experienced accounting personnel, we may be unable to prepare our financial statements on time and may not accurately reflect our performance or condition, which may adversely affect our business and compliance with SEC reporting obligations.

Compliance with the Sarbanes-Oxley Act and the Exchange Act is likely to increase our operating expenses and may strain our resources and distract our management. If we fail to comply with the Sarbanes-Oxley Act and the Exchange Act, we may be subject to penalties and investors may lose confidence in us.

As a public company, we will incur significant accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Nasdaq Stock Market, have required, and will require, changes to some of our corporate governance and other operating practices. These changes include developing financial and disclosure processes that satisfy Section 404 of the Sarbanes-Oxley Act. We expect that compliance with these rules and regulations will increase our legal and financial compliance costs and will make some activities more difficult, time consuming and costly, and may divert management’s attention from other business concerns. We also expect that these rules and regulations could make it more difficult and more expensive for us to obtain director and officer liability insurance. As a result, it may be more difficult for us to attract and retain qualified directors, particularly to serve on our audit committee, and to attract and retain qualified executive officers. If we are unable to

comply with the Sarbanes-Oxley Act, the Exchange Act and related rules and regulations, investors may lose confidence in the reliability of our financial statements, which may cause a decline in our stock price and adversely affect our ability to raise additional capital.

Regulatory Risks

Our 2 GHz MSS authorization is subject to significant implementation milestones.

A significant component of our business strategy is to offer integrated MSS and ATC service. However, under FCC regulations, we are required to adhere to significant implementation milestones to maintain authorization to use our assigned MSS spectrum in the United States. To date, we have certified to the FCC that we have met the first five FCC milestones. We are required to meet seven additional FCC milestones, and these milestones include satellite launch by July 1, 2007, and certification that the MSS system is operational by July 17, 2007. This is an aggressive schedule, and there can be no assurance that we will meet these milestones to the satisfaction of existing FCC regulations. In the event that we do not meet a milestone, we may be deemed to be in violation of applicable FCC regulations and may be subject to automatic cancellation of our authorization to utilize our assigned 2 GHz spectrum. The loss of our MSS authorization would have a material adverse effect on our business prospects, financial condition and results of operations, and would be an event of default under the indenture governing the 7.5% notes.

We are subject to significant U.S. and international governmental regulation.

Our ownership and operation of satellite and wireless communication systems is subject to regulation by the FCC, the U.K. Office of Communications, referred to as Ofcom, and the ITU. In general, laws, policies and regulations affecting the satellite and wireless communications industries are subject to change in response to industry developments, new technology or political considerations. Legislators or regulatory authorities in the United States, the United Kingdom and at the ITU are considering or may consider, or may in the future adopt, new laws, policies and regulations or changes to existing regulations regarding a variety of matters that could, directly or indirectly, affect our operations or increase the cost of providing services over our MSS/ATC System.

FCC authorizations to provide mobile satellite service are subject to various regulatory milestones relating to the construction, launch, and operation of MSS satellites, which constitute the satellite system component of an integrated MSS/ATC network. Authorizations to provide ATC-related services are predicated on compliance with, and achievement of, various rules and regulatory milestones relating to the construction, launch and operation of the underlying MSS system. Failure to comply with relevant FCC rules or milestones, or with the terms of FCC authorizations granted to us to provide MSS or ATC services, could result in a cancellation of the MSS or ATC authorization, unless a waiver of the rules or an extension of such milestones is obtained.

Ofcom submits and maintains ITU filings on our behalf, pursuant to our continuing compliance with U.K. due diligence requirements, which include obligations to proceed apace with our business plans and to comply with Ofcom and ITU requirements related to filings made and activities undertaken on our behalf. For example, in the event that Ofcom finds that ICO North America is not developing its satellite system consistent with Ofcom’s due diligence requirements, Ofcom may elect to permit a competitive U.K. filing for its orbital location or refuse to further support ITU filings made on its behalf for that system, resulting in cancellation of the ITU filings. If Ofcom were to permit the competitive U.K. system to deploy at the ICO North America orbital location, future operations of the MSS/ATC System may be significantly compromised as a result of difficulty of frequency coordination with the competing U.K. system. If Ofcom were to indicate that it was withdrawing support for ICO North America’s satellite system, it would have a material adverse effect on our ability to deploy the MSS/ATC System and, as a result, our financial condition and results of operations.

We are subject to similar requirements with respect to the development of the MEO satellite system, and would be similarly affected should Ofcom elect to permit a competitive U.K. filing for our orbital location or refuse to further support ITU filings made on our behalf for that system. U.K. law imposes an indemnification requirement on us and ICO North America in the event its satellite causes damage to another satellite in flight. We have obtained in-flight insurance for this risk.

The ITU regulates the use of radio frequency bands and orbital locations used by satellite networks to provide communications services. The use of spectrum and orbital resources by us and other satellite networks must be coordinated pursuant to the ITU’s Radio Regulations in order to avoid interference among the respective networks.

By June 1, 2012, our GEO satellite system is required under ITU rules to be brought into use and coordinated with those national administrations whose satellite systems have superior ITU rights. If the system is not brought into use by June 1, 2012, the ITU would automatically cancel the ITU filings for that system, which could have a material adverse effect on our ability to deploy the GEO satellite system. Further, if we fail to complete coordination with such administrations and systems prior to the launch of the system, the system may be prohibited under ITU rules from providing coverage to countries served by those satellite systems.

Increased competition for spectrum and orbital locations may make it difficult and costly for us to obtain or retain the right to use the spectrum and orbital resources required for our operations. In the future, we may not be able to coordinate our satellite operations successfully under international telecommunications regulations and may not be able to obtain or retain spectrum and orbital resources required to provide future services.

In order to maintain our U.K. authorization to operate our MEO satellite system, we may need to have additional satellites in orbit.

We have in orbit one MEO satellite launched in June 2001, which currently provides data gathering services. In order to maintain the U.K. authorization to operate the MEO satellite system, we must meet U.K. due diligence requirements, which include compliance with European Commission rules and may include compliance with Conference of European Posts and Telecommunications decisions as they are developed for the provision of MSS in the 2 GHz band. We have certified that the MEO system has met seven of the eight milestones specified in the 1997 Conference of European Posts and Telecommunications decisions that provisioned spectrum in Europe for 2 GHz MSS systems. U.K. due diligence obligations require that we meet the final milestone by providing commercial services in Europe, which may require the launch of additional MEO satellites. However, the precise requirements and timing that may be imposed by U.K. agencies in this regard are still to be determined. We do not currently have the funding required to launch additional MEO satellites. If we were required to launch additional MEO satellites in order to maintain the U.K. authorization but were unable to secure the additional funding required for the completion of construction and launch of those satellites, it could lead to the loss of our U.K. MEO authorization, which could have a material adverse effect on our prospects, financial condition and results of operations.

We have not yet applied for ATC authorization.

We have not yet applied to the FCC for ATC authorization, and there are no assurances that the FCC would grant any such authorization request. We must apply for ATC authorization separately from any satellite authorization, and we cannot be granted ATC authorization until we have met certain ATC gating criteria, including a requirement to have a ground spare satellite available within one year of commencing ATC service. We also must apply for separate FCC authorizations to cover terrestrial facilities used to provide MSS/ATC services, including licenses and equipment certifications for the mobile handsets and other end-user equipment. If we are unsuccessful in receiving ATC authorization from the FCC, it could have a material adverse effect on our financial condition and results of operations.

Our use of the 2 GHz band is subject to successful relocation of incumbent users.

There are currently incumbent users operating services in certain portions of the 2 GHz band. Our operations in the 2 GHz band are subject to successful relocation of incumbent broadcast auxiliary service, cable television relay service and local television transmission service, collectively referred to as BAS, users and other users in the band. The FCC’s rules require new entrants to the 2 GHz band, including 2 GHz MSS licensees, to relocate incumbent BAS users. Sprint Nextel, a new entrant in the 2 GHz band, is required to relocate incumbent BAS users in the 2 GHz MSS uplink band, and may be entitled to and has indicated that it intends to seek reimbursement of eligible clearing costs from 2 GHz MSS licensees, including us. We do not presently know the amount of our portion or the timing of the reimbursement, but believe it could have a material adverse effect on our financial condition and results of operations.

New entrants to the 2 GHz band also must relocate incumbent users in the 2 GHz MSS downlink band or reimburse other parties for their costs of relocating those incumbent users. In view of Sprint Nextel’s participation in the BAS relocation and the defined number of users in our downlink band, we believe that we can meet the FCC requirements for relocating incumbent users prior to beginning commercial MSS operations. However, due to the complex nature of the BAS relocation and the need to work closely with an outside party, Sprint Nextel, there is a risk that delays in making sufficient progress in the relocation effort will delay the start of commercial MSS operations. Any such delay would negatively impact our financial condition and results of operations.

Our spectrum assignment is subject to pending petitions for FCC reconsideration.

On December 8, 2005, the FCC increased the assignment to us of 2 GHz MSS spectrum from 8 MHz to 20 MHz. Our spectrum assignment is subject to pending petitions for reconsideration of this FCC decision, and is conditioned upon any reinstatement of a cancelled Globalstar LLC 2 GHz MSS authorization. FCC reinstatement of the Globalstar authorization would likely result in a reduction in the amount of spectrum assigned to us. Any reduction in our spectrum assignment could reduce its value and adversely affect the implementation of our business plan and, as a consequence, our financial condition and results of operations.

We are seeking authorization to change the GEO satellite orbital slot.

The FCC has authorized us to operate from an orbital slot by positioning the GEO satellite at 91 ° west longitude. This orbital slot could present coordination challenges with other GEO satellites operated at or near 91 ° west longitude. We are seeking the necessary FCC and international authorizations to operate instead at 92.85° west longitude in order to reduce or eliminate coordination issues, but there is no assurance that we will be successful in that effort. Intelsat, a satellite operator authorized to operate at 93 ° west longitude, has filed an objection with the FCC against our request for authorization to operate at 92.85 ° west longitude to the extent we seek to use C-band frequencies under limited circumstances. We must develop a plan for our use of this location in a manner that does not interfere with Intelsat’s operations at this orbital location. If we are unable to obtain such authorizations, we may be required to select an alternate orbital location, which may require coordination with an increased number of satellite systems, additional regulatory filings or a reduction in the amount of spectrum (feederlink) resources available to our MSS/ATC System as compared to the desired orbital location.

Any changes in control of certain of our subsidiaries are subject to prior FCC approval.

Any investment in our subsidiaries that hold various FCC assignments and authorizations that could result in a change of control of those subsidiaries would be subject to prior FCC approval. A request for FCC approval would involve a lengthy review period prior to consummation of the change of control.

There can be no assurance that an FCC approval could be obtained in a reasonably timely fashion, and the FCC could impose new or additional license conditions as part of such a review.

Risks Related to the ICO North America 7.5% Notes

Our primary subsidiary, ICO North America, has a substantial amount of indebtedness, which could adversely affect our ability to execute our business plan and to obtain additional financing, and the terms of the indenture may restrict ICO North America’s current and future operations.

As of December 31, 2005, ICO North America had $650 million aggregate principal amount of 7.5% notes outstanding. This substantial debt could have significant consequences, including, but not limited to:

· requiring ICO North America to dedicate a substantial portion of its assets and cash flow, if any, to pay principal and interest on the 7.5% notes, reducing the funds available for working capital, capital expenditures, payment of dividends, acquisitions and other general corporate purposes;

· limiting our ability to raise future financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, and potentially subjecting us to restrictive covenants;

· limiting our flexibility in planning for and reacting to changes in our business and industry;

· making us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

· placing us at a disadvantage compared to our competitors who have less debt.

In particular, the indenture governing the 7.5% notes contains a number of restrictive covenants that impose significant operating restrictions that may limit ICO North America and its subsidiaries’ ability to engage in acts that may be in their long-term best interests. In addition, the indenture includes covenants restricting, among other things, ICO North America and its subsidiaries’ ability to:

· make investments;

· incur liens;

· incur additional debt (including guarantees and capital lease obligations) or issue preferred stock;

· pay dividends (other than in the form of stock) on their capital stock, make redemptions or purchases of their capital stock or our capital stock, or make other payments to us;

· use the proceeds of certain asset sales that are not applied or invested in a certain manner within one year to repay the 7.5% notes;

· engage in mergers, consolidations, acquisitions and sales of substantially all their assets;

· change the business conducted;

· enter into transactions with affiliates (including the Company); and

· sell, lease or transfer the right to use their assets outside of the ordinary course of business or sell any capital stock of the subsidiaries.

A breach of any of the restrictive covenants could result in an event of default under the indenture. If an event of default occurs, the indenture trustee or the holders of 25% of the aggregate principal amount of the outstanding 7.5% notes may elect to declare the notes, together with the funds held in escrow to meet the first two-years’ interest obligation, to be immediately due and payable and to enforce the guarantees of ICO North America’s subsidiaries, to enforce their security interest or to enforce our pledge

of ICO North America’s capital stock. If the notes were accelerated, ICO North America and its subsidiaries’ assets may not be sufficient to repay the notes.

ICO North America does not generate sufficient cash to make future interest payments and repay its 7.5% notes.

As a development stage company, ICO North America does not generate any operational cash flow. Under the terms of its 7.5% notes, it is required to keep in escrow sufficient funds to meet the first four scheduled semi-annual interest payments. However, its ability to make future interest payments and repay the notes upon maturity in August 2009 will depend on its ability to generate operating cash and/or raise additional financing.

The 7.5% notes are secured by a security interest in substantially all of ICO North America and its subsidiaries’ assets and by our pledge of its capital stock.

ICO North America’s 7.5% notes are secured by a first priority security interest in substantially all of the assets of ICO North America and its present and future subsidiaries to the extent permitted by law and by a first priority pledge by us of ICO North America’s capital stock, subject to certain exceptions. ICO North America and its subsidiaries currently hold substantially all of our assets. In addition, the notes are fully and unconditionally guaranteed by all of ICO North America’s present and future subsidiaries, and those guarantees are secured by a pledge of substantially all of the guarantors’ assets to the extent permitted by law.

ICO North America may not have the ability to finance the change of control repurchase offer required by the indenture governing its 7.5% notes.

Upon the occurrence of certain events, including a change in control of ICO North America, as that term is defined in the indenture governing the 7.5% notes, or a transaction pursuant to which any person holds an amount of our capital stock that represents more votes in the election of our directors than is represented by the capital stock held by Eagle River, ICO North America is required to make an offer to repurchase the 7.5% notes in cash at a purchase price equal to 107.5% of the aggregate principal amount, plus any unpaid interest and a pro rata share of the funds held in escrow to meet the interest obligation through the second anniversary of issuance.

The source of funds for any such repurchase would be any available cash or cash generated from ICO North America’s operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or entity. There is no assurance that sufficient funds will be available to ICO North America at the time of any change of control event to repurchase all tendered notes pursuant to this requirement.

The 7.5% notes are convertible into shares of ICO North America’s common stock, and, if converted, our ownership of ICO North America would be reduced to approximately 56%.

Holders of ICO North America’s 7.5% notes may convert their notes into shares of ICO North America’s Class A common stock at any time. If all of the 7.5% notes were converted, our ownership interest in ICO North America would be reduced to approximately 56%. Presently, we hold over 99% of the capital stock of ICO North America and, therefore, have significant discretion over the conduct of its operations, subject only to the restrictions contained in the indenture governing the 7.5% notes and our obligations to minority stockholders of ICO North America. While we would remain its controlling stockholder even if all of the note holders choose to convert, our influence over the operations of ICO North America would be limited to our ability to elect its directors, which would mean that our interests in its operations would be balanced against any competing interests of the Class A common stock holders,

possibly resulting in delays in the implementation of, and changes to, the business plan for our primary subsidiary, ICO North America.

The annual interest rate on the 7.5% notes increases if our MSS/ATC System is not certified as operational by August 15, 2008.

If our MSS/ATC System is not certified as operational by August 15, 2008, the annual interest rate on the 7.5% notes increases by 1.5% initially and by an additional 1.5% every 30 days until certification is achieved, up to a maximum annual interest rate of 13.5%, and all payments on the notes are required to be paid in cash. If ICO North America did not have sufficient earnings to service the increased interest payments on the notes, it might be required to reduce capital expenditures, borrow more money or sell capital stock, which it may not be able to do. If this were to occur, it would adversely affect our ability to develop our MSS/ATC System and, as a consequence, our financial condition and results of operations.

Risks Related to Our Class A Common Stock

We cannot predict the liquidity of the trading market for our Class A common stock.

Our Class A common stock currently trades in the over-the-counter market and is quoted on the “pink sheets,” an electronic quotation system. We are applying to have our Class A common stock listed on the Nasdaq National Market. There is no assurance that our application to list the Class A common stock will be accepted. If it is not, we expect our Class A common stock to continue to be traded in the over-the-counter market. Whether our Class A common stock is listed on the Nasdaq National Market or continues to trade in the over-the-counter market, there can be no assurance as to the liquidity of the trading market that will develop.

Future sales of our Class A common stock could depress the market price.

The market price of our Class A common stock could decline as a result of sales of a large number of shares. Most of our Class A common stock that is held by non-affiliates can be sold without limitation under Rule 144(k). Beginning 90 days after the effective date of this registration statement, certain holders of our Class A common stock will be able to sell their shares in compliance with Rule 144. In addition, certain holders of our Class A common stock have the ability to cause us to register the resale of their shares, including, in the case of Eagle River, shares of Class A common stock acquired upon conversion of their Class B common stock. These sales might also make it more difficult for us to sell shares in the future at a time and price that we deem appropriate.

The interests of our controlling stockholder may conflict with your interests as a holder of our Class A common stock.

Eagle River Investments, LLC and its affiliates, collectively referred to as Eagle River, beneficially own and control approximately 68.9% of the voting power of our outstanding capital stock. As a result, Eagle River has control over the outcome of matters requiring stockholder approval, including:

· the election of our directors;

· amendments to our charter or certain amendments to our bylaws; and

· the adoption or prevention of mergers, consolidations or the sale of all or substantially all of our assets or the assets of our subsidiaries.

Eagle River also will be able to delay, prevent or cause a change of control of us. Among other effects, if a change in control transaction resulted in any person holding capital stock representing more votes in the election of directors than the number of votes represented by the capital stock held by Eagle River, the

consummation of such a change in control would also trigger the requirement that ICO North America offer to repurchase its 7.5% notes pursuant to the terms of the indenture.

Eagle River and its affiliates have made significant investments in other telecommunications companies and may in the future make additional investments. Some of these companies may compete with us. Eagle River and its affiliates are not obligated to advise us of any investment or business opportunities of which they are aware, and they are not restricted or prohibited from competing with us.

We are a “controlled company” within the meaning of the NASD Marketplace Rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Eagle River and its affiliates beneficially own and control approximately 68.9% of the voting power of our outstanding capital stock. As a result, we will be a “controlled company” within the meaning of the Nasdaq National Market corporate governance standards. Under the NASD Marketplace Rules, a company of which more than 50% of the voting power is held by another company is a “controlled company” and may elect not to comply with certain Nasdaq National Market corporate governance requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the compensation of officers be determined, or recommended to the board of directors for determination, by a majority of the independent directors or a compensation committee comprised solely of independent directors and (3) the requirement that director nominees be selected, or recommended for the board of directors’ selection, by a majority of the independent directors or a nominating committee comprised solely of independent directors with a written charter or board resolution addressing the nomination process. We intend to utilize these exemptions. As a result, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq National Market corporate governance requirements.

Certain provisions in our Restated Certificate of Incorporation may discourage takeovers, which could affect the rights of holders of our Class A common stock.

Our Restated Certificate of Incorporation provides that we will take all necessary and appropriate action to protect certain rights of our common stockholders that are set forth in the Restated Certificate of Incorporation, including voting, dividend and conversion rights and their rights in the event of a liquidation, merger, consolidation or sale of substantially all of our assets. It also provides that we will not avoid or seek to avoid the observance or performance of those rights by charter amendment, entry into an inconsistent agreement or reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution or the issuance or sale of securities. In particular, these rights include our Class B common stockholder’s right to ten votes per share on matters submitted to a vote of our stockholders and option to convert each share of Class B common stock into one share of Class A common stock.

We do not expect to pay dividends on our Class A common stock for the foreseeable future.

We have never paid a cash dividend on shares of our equity securities, and do not intend to pay any dividends on our Class A common shares during the foreseeable future. Since we were restructured in a bankruptcy in May 2000, we have had no significant operations or revenues and have incurred net losses (other than in 2005, but due solely to the recognition of an accounting gain in that year). We continue to incur expenses, which must be funded out of cash reserves or the proceeds (if any) of future financings. We expect to have losses for the foreseeable future.

Our current plan is to focus most of our resources on the development of our MSS/ATC System. ICO North America is at an early stage of development and does not have any revenue-generating operations. Its ability to generate cash in the future will depend on its ability to successfully develop the MSS/ATC

System and implement and manage projected growth and development. There are no assurances that ICO North America will be successful in these endeavors.

In addition, ICO North America and its subsidiaries are prohibited from paying cash dividends on their capital stock and from purchasing or redeeming their capital stock (unless funded by a contemporaneous sale of capital stock) under the terms of the indenture governing ICO North America’s 7.5% notes.

Item 2. Financial Information.

Selected Financial Data

Set forth below is our selected consolidated financial data for the five fiscal years ended December 31, 2005. The selected consolidated financial data for the five fiscal years ended December 31, 2005, 2004, 2003, 2002 and 2001 are derived from our audited consolidated financial statements. The audited consolidated financial statements as of December 31, 2005 and 2004, for the three fiscal years ended December 31, 2005, and for the period from February 9, 2000 (inception) to December 31, 2005 are included in this registration statement. You should read the selected consolidated financial data in conjunction with our consolidated financial statements and related notes included in this registration statement and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Year ended December 31,
	2005			2004			2003			2002			2001
	(in thousands, except per share data)
Operating expenses:
General and administrative(1)	$	27,850		$	28,011		$	52,492		$	81,743		$	268,030
Research and development	570			—			—			—			—
Contract settlements(2)	(74,955		)	—			—			—			—
(Gain) loss on disposal of assets	(2,030		)	—			—			12,527			639
Impairment of property under construction(3)	—			865,191			165,417			392,066			15,630
Operating income (loss)	48,565			(893,202		)	(217,909		)	(486,336		)	(284,299		)
Net interest income (expense)	(14,450		)	(9,087		)	(15,852		)	(38,878		)	45,953
Other income (expense)	76			220			(1,430		)	(434		)	11,072
Income (loss) before income taxes	34,191			(902,069		)	(235,191		)	(525,648		)	(227,274		)
Income tax benefit (expense)	(785		)	(429		)	1,043			114,133			3,318
Net income (loss) before cumulative effect of a change in accounting principle	33,406			(902,498		)	(234,148		)	(411,515		)	(223,956		)
Cumulative effect of a change in accounting principle(4)	—			—			—			—			(1,944		)
Net income (loss)	$	33,406		$	(902,498	)	$	(234,148	)	$	(411,515	)	$	(225,900	)
Basic income (loss) per share	$	0.17		$	(4.64	)	$	(1.20	)	$	(2.12	)	$	(1.20	)
Diluted income (loss) per share	$	0.17		$	(4.64	)	$	(1.20	)	$	(2.12	)	$	(1.20	)
Total assets	$	714,775		$	54,960		$	994,941		$	1,569,070		$	2,261,156
Long-term obligations, including current portion	$	667,191		$	68,492		$	105,639		$	106,423		$	303,244

(1) The decrease in general and administrative expenses from 2001 to 2002 is a result of the termination of a ground segment supply agreement totaling $93.3 million, the relocation of our headquarters from London to the United States, as well as staff reductions. General and administrative expenses

continued to decrease through the end of 2004 as we continued to curtail further spending on the MEO system.

(2) Certain of our subsidiaries had agreements with ten operators of gateways for our MEO system. Eight of the ten operators have terminated their agreements with us and discontinued providing the requisite level of services. We have continued to accrue expenses according to our subsidiaries’ contractual obligation until such obligations have been released and the operator has ceased providing services, although in most instances our subsidiaries have suspended or significantly reduced actual payments to the operators. In 2005, upon reaching settlement with four operators, pursuant to which the operators’ claims were legally released, we wrote off the accrued liability and recognized a gain on contract settlements of $75 million.

(3) In 2001, we cancelled certain launch services resulting in an impairment of property under construction of $15.6 million. In 2002, we identified certain assets that were no longer expected to be utilized in the future design of the MEO system. As a result, we recorded an impairment charge of $392.1 million, of which, approximately $83.1 million related to space segment property under construction assets and $309 million related to ground property under construction assets.

In 2003, as part of our continued effort to find alternative strategies to our original MEO business model and to reduce the cost of deploying the MEO system, we amended our MEO satellite contract with Boeing Satellite Systems International, Inc. and simultaneously determined we did not need all of our gateways to economically deploy the MEO satellite system. As a result of this decision, property under construction related to the launch services contract and property at certain gateways was determined to have no future value and was written off for accounting purposes, resulting in an impairment charge of $165.4 million in 2003.

In December 2004, our Board of Directors determined to significantly curtail further construction on our global MEO satellite system. As a result of this decision, the remaining property under construction related to the MEO system, which included the satellites and the remaining equipment at various gateways, was written off for accounting purposes, resulting in an impairment charge of $865.2 million in 2004.

(4) In accordance with the transition provisions of Statement of Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities , we recorded a cumulative effect of a change in accounting principle associated with a derivative share pledge agreement with a bank. The share pledge agreement contained a call-spread derivative whereby the pledge liability was adjusted when the fair value of the pledged shares was not within the call spread. The cumulative effect represents the initial valuation of this call-spread derivative and the revaluation of the associated pledge liability, net of tax.

We have never paid a cash dividend on our common stock.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

With the exception of historical facts, the statements contained in this management’s discussion and analysis are “forward-looking” statements. All of these forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated by the relevant forward-looking statements. Factors that might cause or contribute to such a difference include, but are not limited to, those discussed under “Risk Factors” and elsewhere in this registration statement. The forward-looking statements included in this document are made only as of the date of this report, and we undertake no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and notes thereto included in this registration statement.

Overview

We are a next-generation MSS operator. We are authorized to operate a MEO satellite system globally pursuant to regulations promulgated by the United Kingdom and by the ITU. We are also authorized to offer MSS services throughout the United States using a GEO satellite. We have the opportunity in the future to seek authorization from the FCC to integrate ATC into the MSS system in order to provide integrated satellite and terrestrial services. At the present time, we are focusing most of our resources on developing the U.S. MSS system.

We were incorporated in March 2000 to purchase the assets and assume certain liabilities of our predecessor. We established a new management team who oversaw the construction of the MEO satellites and ground systems and developed the technical plan for the MEO system. Following one launch failure in March 2000, as well as disagreements with the manufacturer and launch manager of our MEO satellites, these disagreements which are the subject of litigation commenced in 2004, we significantly curtailed construction activity on the MEO system.

Due to regulatory changes permitting MSS operators in the United States to integrate ATC into their networks, we formed a new subsidiary, ICO North America, to develop an advanced hybrid satellite - terrestrial system. The MSS/ATC System is designed to use a GEO satellite and provide voice, data and Internet service throughout the United States to handsets similar to existing cellular phones. We are presently focused on the development of our MSS/ATC System. The MSS portion of the system is required to be certified as operational in July 2007. One of our business models includes the ability to offer our services to strategic service providers who can incorporate our capabilities to offer integrated satellite and terrestrial services to their customers. We may also commence operations without a strategic partner.

In August 2005, ICO North America issued $650 million aggregate principal amount of 7.5% notes, with the net proceeds to be used in the development of our MSS/ATC System. Such funding has allowed us to continue to develop and build a GEO satellite for use in our MSS/ATC System and expand our management team to facilitate future development and expansion activities.

As a result of the decision to significantly curtail further construction, the MEO satellite system has been written down to its fair value of zero for accounting purposes on our consolidated financial statements, resulting in significant charges to operations for asset impairments. Despite curtailment of our previous MEO business plan, we continue to explore the development of a new MEO business plan outside of North America that would utilize both our physical and regulatory MEO assets.

We are considered a development stage enterprise as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises and are not currently generating revenue from operations. There is no assurance that we will be able to obtain the funding necessary to complete the construction of our MSS/ATC System, fund our future working capital requirements, or achieve positive cash flow from operations. In the event that we are not able to realize our assets in the ordinary course of business and are forced to realize the assets by divestment, there is no assurance that the carrying value of the assets could be recovered. Our losses to date have been primarily funded by proceeds from the issuance of various forms of capital and by proceeds from the sale of 7.5% notes. Management plans to sustain operations with existing funds and through additional third-party equity or debt financing when necessary.

Critical Accounting Policies

The accounting policies described below are considered critical in preparing our consolidated financial statements. Critical accounting policies require difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The judgments and uncertainties affecting the application of these policies include significant estimates and assumptions made by us using information available at the time the estimates are made. Actual results could differ materially from those estimates.

Impairment of Long-Lived Assets. We have adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . Pursuant to SFAS No. 144, the carrying values of long-lived assets are reviewed whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Management considers whether specific events have occurred in determining whether long-lived assets are impaired at each balance sheet date or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The determination of whether impairment exists is based on any excess of the carrying value over the expected future cash flows. Any resulting impairment charge is measured based on the difference between the carrying value of the asset and its fair value, as estimated through expected future cash flows, discounted at a market rate of return for a similar investment. Beginning in 2001 and continuing through the end of 2004, we recorded substantial impairments of property under construction related to our MEO system.

Contract Settlements. Our policy with respect to a contract in dispute is to continue to record operating expenses and liabilities according to our contractual obligation until such contract is terminated. Upon termination, and prior to settlement, we continue to accrue estimated late payment fees and interest expense, as applicable. Upon reaching settlement, whereby the other party’s claims are legally released, we will extinguish our recorded liability, resulting in the recognition of a gain or loss on contract settlement. We recorded substantial gains on contract settlements for the year ended December 31, 2005.

Stock Based Compensation. We have elected to apply the disclosure-only provisions of SFAS No. 123, Accounting For Stock-Based Compensation , and to delay full adoption of SFAS No. 123 and its revision SFAS No. 123R (revised 2004), Share-Based Payments , until the first quarter of 2006. Had we accounted for our restricted stock and options under the fair value methodology of SFAS No. 123 and SFAS No. 123R, we would have recognized additional compensation expense for the years ended December 31, 2005, 2004 and 2003 of $510,000, $13,000 and $1 million, respectively.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R (revised 2004), Share-Based Payments . The statement is a revision of SFAS No. 123, Accounting for Stock Based Compensation , and supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees . The statement focuses primarily on accounting for transactions in which we obtain employee services in share-based payment transactions. This statement requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. We expect to adopt this statement using the modified prospective method in the first quarter of 2006, and it will have a material impact on our consolidated statements of operations. We have selected the Black-Scholes Option Pricing Model for our valuation method.

In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143 (“FIN 47”). FIN 47 requires the recognition of a liability for the fair value of a legally-required conditional asset retirement obligation when incurred, if the liability’s fair value can be reasonably estimated. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for

fiscal years ending after December 15, 2005. Our adoption of FIN 47 did not have a material effect on our financial position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections , which replaces APB Opinion No. 20, Accounting Changes , and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements . SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We adopted this statement in the first quarter of 2006, and the adoption did not have a material effect on our financial position, results of operations or cash flows.

In November 2005, the FASB issued FASB Staff Position No. 115-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (“FSP No. 115-1”). FSP No. 115-1 amends SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and includes guidance for evaluating and recording impairment losses on debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. FSP No. 115-1 also requires an investment in debt or equity securities for which an other-than-temporary impairment occurs to be written down to its fair value, which becomes the new cost basis. FSP No. 115-1 is effective for fiscal years beginning after December 15, 2005. We will continue to evaluate the application of FSP No. 115-1; however, adoption is not expected to have a material effect on our financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. This statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities to simplify and make more consistent the accounting for certain financial instruments. This statement permits fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. This statement also allows a qualifying special purpose entity to hold a derivative financial instrument that pertains to a beneficial interest. SFAS No. 155 is effective for all financial instruments acquired or issued after December 31, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements for any interim period for that fiscal year. We do not expect the adoption of this statement to have an impact on our financial position, results of operations or cash flows.

Results of Operations

The following table is provided to facilitate the discussion of our results of operations for each of the three years in the period ended December 31, 2005 (in thousands):

	Year ended December 31,
	2005			2004			2003
General and administrative expenses	$	27,850		$	28,011		$	52,492
Research and development expenses	570			—			—
Contract settlements	(74,955		)	—			—
Gain on disposal of assets	(2,030		)	—			—
Impairment of property under construction	—			865,191			165,417
Interest income	9,503			1,413			2,119
Interest expense	(23,953		)	(10,500		)	(17,971		)
Other income (expense)	76			220			(1,430		)
Income tax benefit (expense)	(785		)	(429		)	1,043

General and Administrative Expense. General and administrative expense, which consists of salaries and benefits, office facilities and related occupancy costs, professional fees, expenses recognized under gateway agreements and expenses related to satellite tracking, decreased to $27.9 million for the year ended December 31, 2005 from $28 million for the year ended December 31, 2004. Professional fees increased by $5.2 million due to the formation of ICO North America, legal fees associated with the Boeing litigation and certain legal, accounting and auditing fees related to compliance with the covenants of the 7.5% notes. In addition, we recognized an increase in bonus expense and consulting fees in connection with the issuance of the 7.5% notes. These increases were offset by a reduction in our workforce which reduced base salaries and benefits by $1.3 million, a decrease in rent expense of $3.7 million due to the cancellation of a lease agreement for our U.K. headquarters in November 2004 and a decrease in expenses recognized under gateway agreements of $2.8 million due to the termination of contracts for the MEO system. We expect general and administrative expenses to increase in future periods due to the hiring of additional personnel and the additional costs necessary to develop our MSS/ATC System.

General and administrative expense decreased to $28 million for the year ended December 31, 2004 from $52.5 million for the year ended December 31, 2003. Expenses recognized under gateway operating agreements decreased $2.9 million, due to the termination of several agreements. In addition, the write-off of related pre-paid operator incentives totaled $10.5 million in 2003. Salaries and benefits decreased by $2.8 million due to workforce reductions and the absence of severance payments, which totaled $1.5 million in 2003. Other decreases in general and administrative expenses in 2004 included a decrease in directors and officers insurance expense of $2.3 million and a decrease in satellite in-orbit operating costs of $700,000. In addition, during 2003, due to the curtailment of certain gateway operations, which increased the likelihood that the gateways would not be utilized in a timely fashion in the contemplated MEO system, we determined that value-added taxes of $9.4 million that we previously expected to recover from foreign governments would no longer be collectible and were charged to expense. Offsetting the decreases in general and administrative expenses in 2004 was an increase in rent expense of $2.2 million, primarily the result of a $2 million settlement of the early termination of a noncancellable lease agreement for our U.K. headquarters in November 2004.

Research and Development Expense. Research and development expense of $570,000 for the year ended December 31, 2005 consisted of third-party engineering costs related to certain technology that was being considered for use in our MSS/ATC System. We did not incur any research and development expense in 2004 or 2003.

Contract Settlements. As explained more fully in Note 6 to our consolidated financial statements, in 2002, due to a delay in the deployment of the MEO system, we initiated negotiations with gateway operators to defer certain of the payment obligations and reduce the service levels and associated expense under non-cancelable agreements that initially expire in various years through 2010. These negotiations were unsuccessful.

In 2003, we determined that we did not need all of our gateways to economically deploy the MEO system. Additionally, our Board of Directors decided to no longer provide funding to certain of our subsidiaries to pay gateway operators unless we received additional funding or the contracts with such operators were restructured to obtain a substantial cost savings. In December 2004, our Board of Directors decided to significantly curtail further construction of our global MEO satellite system, which further increased the likelihood that the gateways would not be utilized in a timely fashion in the contemplated MEO system.

As a result of our decisions, seven of ten gateway operators terminated their agreements during 2004 and 2005 and discontinued providing the requisite level of services. We have continued to accrue operating expenses and liabilities according to our subsidiaries’ contractual obligation until such obligations have been released and the operator has ceased providing services, although in most instances our subsidiaries have suspended or significantly reduced actual payments to the operators. Subsequent to the date of termination, we have continued to accrue late payment fees, if applicable, and interest expense. In 2005, upon reaching settlement with four operators, whereby the operators’ claims were legally released, we wrote off the related liabilities and recognized a gain on contract settlements of $75 million. As of December 31, 2005, we had an accrued liability of $40.1 million related to unsettled agreements. In 2006, one other gateway operator has terminated its agreement. We will pursue settlement with regard to the agreements that have been terminated but for which our subsidiaries’ obligations have not been released; however, the financial impact of settling the remaining agreements cannot be determined at this time.

Gain on Disposal of Assets. In May 2005, we settled an outstanding obligation to a vendor in exchange for equipment that had been impaired during the year ended December 31, 2004. In exchange for a portion of the equipment at certain gateways, the vendor forgave our $2 million obligation.

Impairment of Property under Construction. The MEO satellite system was designed to provide global, mobile communications services using a MEO satellite network that included several satellites and up to eleven gateways located throughout the world. In 2003, as part of our continued effort to find alternative strategies to our original MEO business model and to reduce the cost of deploying the MEO system, we amended our MEO satellite contract and simultaneously determined that we did not need all of our gateways to economically deploy the MEO system. As a result of this decision, certain property under construction related to the satellite launch services contract and property at certain gateways was determined to have no future value and was written off for accounting purposes, resulting in an impairment charge of $165.4 million in 2003.

In December 2004, our Board of Directors determined to significantly curtail further construction on our MEO satellite system. As a result of this decision, the remaining property under construction related to the MEO system, which included the satellites and the remaining equipment at various gateways, was written off for accounting purposes, resulting in an impairment charge of $865.2 million in 2004.

Interest Income. Interest income for the year ended December 31, 2005 of $9.5 million was primarily attributable to interest earned on the investment of the proceeds of the 7.5% notes issued in August 2005. We earned interest income on our cash and cash equivalent balances of $1.4 million and $2.1 million in 2004 and 2003, respectively. We expect interest income to increase in 2006, as we will record a full year of interest income on the proceeds of the 7.5% notes issued in August 2005.

Interest Expense. Interest expense increased to $24 million for the year ended December 31, 2005 from $10.5 million for the year ended December 31, 2004. Interest expense in 2005 consisted of interest on the 7.5% notes issued in August 2005 of $18.2 million, amortization of debt issuance costs associated with the 7.5% notes of $2.4 million and interest expense related to the gateway agreements recorded as capital lease obligations of $4.6 million. As a partial offset, interest costs associated with the construction of our MSS/ATC System totaling $1.2 million were capitalized to property under construction. Interest expense in 2004 was almost entirely attributable to interest on capital lease obligations associated with the gateway agreements. The decrease in interest expense on capital lease obligations resulted from the termination of several gateway agreements.

Interest expense in 2003 of $18 million consisted of interest on capital lease obligations associated with the gateway agreements of $8.8 million, interest on a note payable to a related party of $4.7 million and interest expense related to a share pledge agreement with a bank of $4.5 million.

Interest expense is expected to increase during 2006, as we will record a full year of interest on the 7.5% notes issued in August 2005.

Income Tax Expense. Income tax expense was $785,000 for the year ended December 31, 2005 compared to $429,000 for the year ended December 31, 2004. Income tax expense consists of foreign taxes payable primarily in the United Kingdom and Netherlands. For the year ended December 31, 2003, we had an income tax benefit of $1 million consisting primarily of taxes receivable from the United Kingdom, partially offset by taxes payable to the Netherlands and Singapore.

Liquidity and Capital Resources

The following table is provided to facilitate the discussion of our liquidity and capital resources for each of the three years in the period ended December 31, 2005 (in thousands):

	Year ended December 31,
	2005			2004			2003
Net cash provided by (used in):
Operating activities	$	(22,849	)	$	(28,310	)	$	(42,946	)
Investing activities	(477,074		)	4,067			77,380
Financing activities	620,460			(37,500		)	—
Effect of foreign exchange rate changes	2,422			11,359			3,603
Net increase (decrease) in cash and cash equivalents	122,959			(50,384		)	38,037
Cash and cash equvalents—beginning of period	52,551			102,935			64,898
Cash and cash equvalents—end of period	$	175,510		$	52,551		$	102,935

Cash and cash equivalents were $175.5 million at December 31, 2005 compared to $52.6 million at December 31, 2004. In addition, at December 31, 2005, we had $296.2 million in available-for-sale investments and $94.9 million in restricted investments, such restricted investments were deposited into an escrow account and will be used for the full payment of the first four semi-annual interest payments under the 7.5% notes. As explained below, the increase in our liquidity is due to net proceeds of $620.4 million from the issuance of the 7.5% notes in August 2005, partially offset by capital expenditures of $88.2 million related to the development of our MSS/ATC System. We believe that our cash, cash equivalents and available-for-sale investments will be sufficient to fund our operational and capital requirements at least through the end of 2007.

Cash used in operating activities for the years ended December 31, 2005, 2004 and 2003 was $22.8 million, $28.3 million and $42.9 million, respectively. Since the first interest payment on the 7.5% notes was due in February 2006, interest expense did not impact cash used in operating activities in 2005. The trend of reducing cash used in operating activities from 2003 to 2005 resulted from the termination of

gateway agreements and lease agreements for office facilities, as well as savings realized from reductions in our workforce. As we begin making interest payments on the 7.5% notes and add personnel and incur additional costs to develop our MSS/ATC System, we expect cash used in operations to increase in future periods.

Cash used in investing activities was $477.1 million for the year ended December 31, 2005. The primary investing activities in 2005 were net purchases of available-for-sale and restricted investments of $386.9 million and capital expenditures of $88.2 million related to the development of the MSS/ATC System under our satellite construction contract with Space Systems/Loral, Inc. We had no significant investing activities in 2004. During 2003, cash provided by investing activities of $77.4 million consisted primarily of maturities and sales of available-for-sale investments of $40.3 million and cash proceeds in connection with amendments to the contract with Boeing Satellite Systems International, Inc. of $44.4 million, partially offset by capital expenditures of $7.6 million.

Cash provided by financing activities for the year ended December 31, 2005 was $620.5 million and related to the net proceeds from the issuance of the 7.5% notes in August 2005. The notes bear interest at an annual rate of 7.5% per year, payable semiannually in arrears on February 15 and August 15 of each year until maturity in August 2009. Until required for operating expenses and the design and construction of our MSS/ATC System, the net proceeds will be invested in commercial paper, U.S. government and agency securities and corporate notes and bonds. For the year ended December 31, 2004, cash used in financing activities was $37.5 million attributable to the repayment of a note payable to Eagle River. There were no financing activities in 2003.

Long-Term Obligations. At December 31, 2005, we had long-term obligations, including the current portion of such obligations, of $667.2 million, consisting of $650 million aggregate principal amount of the 7.5% notes and amounts payable under capital leases of $17.2 million.

In August 2005, ICO North America issued $650 million aggregate principal amount of the 7.5% notes, which are due in August 2009. The proceeds from ICO North America’s issuance of these 7.5% notes were approximately $526.8 million, net of $93.6 million deposited into an escrow account, as required by the indenture, to provide for the payment, in full, of the first four scheduled semi-annual interest payments on the notes and net of debt issuance costs of $29.6 million. Subject to the satisfaction of certain conditions and to certain exceptions, commencing February 15, 2008, ICO North America has the option of paying interest with additional notes in lieu of cash at an increased rate of 8.5% per annum. In the event that the MSS/ATC System is not certified as operational by August 15, 2008, the interest rate on the 7.5% notes would increase by 1.5% initially and by an additional 1.5% every 30 days until certification were achieved, up to a maximum annual interest rate of 13.5%, and all payments on the notes would then be required to be paid in cash. In addition, the annual interest rate on these notes will increase by 2% if we have not begun to file the reports with the SEC that would be required if it were subject to the reporting requirements of the Exchange Act on or prior to June 30, 2006, and continue at such rate until we have begun to file such reports.

ICO North America’s 7.5% notes are secured by a first priority security interest in substantially all of the assets of ICO North America and its present and future subsidiaries to the extent permitted by law and by a first priority pledge by us of ICO North America’s capital stock, subject to certain exceptions. In addition, the notes are fully and unconditionally guaranteed by all of ICO North America’s present and future subsidiaries, and those guarantees are secured by a pledge of substantially all of the guarantors’ assets to the extent permitted by law. In addition, ICO North America and its subsidiaries are prohibited under the indenture from incurring liens on any asset owned or acquired in the future with certain exceptions.

ICO North America’s 7.5% notes were issued under an indenture containing various covenants restricting the operations of ICO North America and its subsidiaries, including prohibiting the payment of

dividends on their capital stock, other than stock dividends and payments to ICO North America or its subsidiaries, and prohibiting ICO North America and its subsidiaries from purchases, redemptions or other acquisitions of their capital stock or our capital stock, unless funded by a contemporaneous sale of capital stock.

ICO North America and its subsidiaries are also prohibited from issuing preferred stock and incurring, issuing or guaranteeing any indebtedness (including capital lease obligations) other than: indebtedness under a working capital facility not to exceed $40 million; additional notes issued as interest on the 7.5% notes; refinancings of indebtedness permitted under the indenture; indebtedness between or among ICO North America and its subsidiaries; hedging obligations and certain other indebtedness incurred in the ordinary course of business; and subordinated indebtedness not to exceed $200 million, provided there is not a default under the indenture, ICO North America first offers any subordinated indebtedness to the holders of its 7.5% notes, the subordinated indebtedness matures at least 91 days after, and bears a cash interest rate of not more than, the 7.5% notes and that a portion of the proceeds equal to the first two years’ cash interest are deposited into an escrow account.

The indenture also restricts ICO North America and its subsidiaries’ ability to sell, lease or transfer the right to use their assets outside the ordinary course of business, other than a sale of substantially all of the assets of ICO North America and its subsidiaries, and to sell the subsidiaries’ capital stock, in each case in transactions exceeding $1 million, and also places restrictions on the use of proceeds from any permitted sales or leases. The indenture also contains restrictions on ICO North America’s and its subsidiaries’ transactions with us and their other affiliates as well as restrictions on mergers, consolidations or sales of substantially all of the assets of ICO North America and its subsidiaries. The indenture also restricts investments by ICO North America and its subsidiaries, including investments in another company unless such other company is merged into or becomes a subsidiary of ICO North America or one of its subsidiaries.

Holders may convert their 7.5% notes at any time and, upon the occurrence of certain events, the notes will automatically convert into shares of ICO North America’s Class A common stock. The holders presently have the authority to designate one director to the ICO North America board of directors. Further, ICO North America is required to offer to repurchase the notes in cash at a purchase price equal to 107.5% of the aggregate principal amount, plus a pro rata portion of the escrowed interest and any accrued and unpaid interest, upon the occurrence of certain events, including a change in control of ICO North America. A change in control for purposes of the repurchase provision includes: (i) a sale of substantially all of the assets of ICO North America and its subsidiaries, other than to Eagle River; (ii) a transaction (before an initial public offering of ICO North America’s Class A common stock) pursuant to which we and Eagle River cease to own ICO North America capital stock representing at least 50.1% of the possible votes in the election of directors (“voting power”); (iii) a transaction (following a Class A common stock IPO) after which a person holds capital stock representing more ICO North America voting power than Eagle River holds; or (iv) a transaction pursuant to which any person holds an amount of our capital stock that represents more votes in the election of our directors than is represented by our capital stock held by Eagle River.

Future Funding Requirements. We expect that the total funding needed to develop the MSS portion of our MSS/ATC System will be approximately $525 million to $600 million, including net interest expense, of which approximately $96 million had been spent through December 31, 2005. The MSS system is required to be certified as operational in July 2007. ICO North America may seek to secure a working capital facility and incur a limited amount of additional indebtedness in order to provide funds to complete the MSS portion.

We believe that our cash, cash equivalents and available-for-sale investments will be sufficient to fund our operational and capital requirements until at least the end of 2007. This assumes continued

compliance with the provisions of the indenture governing ICO North America’s 7.5% notes and the absence of a change in control repurchase offer under the indenture. For periods beyond the end of 2007, we will likely seek additional financing through offerings of equity or debt securities or agreements with strategic partners. If we were to commence operations without a strategic partner, we would require substantial additional capital. In addition, within one year after commencing ATC service, the FCC will require us to maintain on the ground a spare satellite, which is estimated to cost between $180 and $225 million. The spare satellite is not a requirement for the provision of MSS-only services. We cannot assure you, however, that we will be able to obtain additional financing on acceptable terms or at all. Prior to July 1, 2005, our contributions to ICO North America had been in the form of equity. Any future financings by ICO North America and its subsidiaries, including inter-company loans, would need to be in compliance with the restrictions contained in the indenture governing the 7.5% notes described above.

Development Stage Enterprise. We are a development stage enterprise as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises , and will continue to be so until we commence commercial operations. The development stage is from February 9, 2000 (inception) through December 31, 2005.

As we are not currently generating revenue from operations, there is no assurance that we will be able to obtain the funding necessary to complete the construction of our MSS/ATC System, fund our future working capital requirements, or achieve positive cash flow from operations. In the event that we are not able to realize our assets in the ordinary course of business, and are forced to realize the assets by divestment, there is no assurance that the carrying value of the assets could be recovered. Our losses to date have been primarily funded by proceeds from the issuance of various forms of capital and the sale of convertible notes. We plan to sustain operations with existing funds and through additional third-party equity or debt financing when necessary.

Contractual Obligations

In the table below, we set forth our contractual obligations, including long term debt and other obligations and commitments, as of December 31, 2005, which are payable in our fiscal years ending December 31 (in millions):

Contractual Obligations	Total		2006		2007-2008			2009-2010			2011 and Thereafter
Long-term debt obligations(1)	$	845.0	$	48.8		$	97.5		$	698.7		$	—
Capital lease obligations	25.1		15.4			6.1			3.6			—
SAN operating lease obligations	13.3		1.9			6.8			4.6			—
Other operating lease obligations	0.5		0.1			0.2			0.1			0.1
Purchase obligations(2)	188.1		141.4			31.5			3.0			12.2
Total	$	1,072.0	$	207.6		$	142.1		$	710.0		$	12.3

(1) Assumes all interest payments on ICO North America’s 7.5% notes are made in cash and at an interest rate of 7.5%. Subject to the satisfaction of certain conditions and to certain exceptions, commencing February 15, 2008, we have the option of paying interest with additional notes in lieu of cash at an increased rate of 8.5% per annum. In the event that the ICO North America MSS/ATC System is not certified as operational by August 15, 2008, the interest rate on the notes increases by 1.5% initially and by an additional 1.5% every 30 days until certification is achieved, up to a maximum annual interest rate of 13.5%, and all payments on the notes are required to be paid in cash. In addition, the annual interest rate on ICO North America’s 7.5% notes will increase by 2% if the Company has not begun to file Exchange Act reports with the SEC on or prior to June 30, 2006, and continue at such rate until the Company files such reports.

(2) We have an agreement with Space Systems/Loral, Inc. to design, develop, manufacture, test and deliver one GEO satellite and develop, test and implement certain ground based systems related to the operation of the satellite. The satellite is to be delivered in May 2007. Approximately $170.6 million of remaining payments, including performance incentives, is payable based on the achievement of certain construction and delivery milestones, which are expected to occur in 2006 and 2007. An additional $17.5 million related to in-orbit satellite performance incentives is payable over 15 years from 2007 through 2022. We also retain an option to purchase one spare GEO satellite exercisable through December 31, 2008. The satellite contract may be terminated by us for our convenience in whole (meaning as to the whole of the then remaining work) or in part. In the case of termination in whole by us or termination by Space Systems/Loral due to our default, our liabilities are stipulated in an agreed upon liability termination schedule that approximates the total amounts paid or payable by us at the time of termination.

Subsequent to December 31, 2005, we entered into agreements for the provision of launch services for our GEO satellite and the delivery of certain gateway segment equipment, and paid to acquire first-priority rights to use our desired orbital slot. The total commitment in connection with these events is approximately $112 million and is payable in 2006 and 2007.

In addition, we are required, under the terms of the indenture governing ICO North America’s 7.5% notes, to obtain launch insurance and maintain in-orbit insurance coverage, each in an amount equal to the full replacement cost of the GEO satellite. We have not yet determined what the cost of obtaining such insurance will be.

Off-Balance Sheet Arrangements.

We do not have any off-balance sheet arrangements as defined under SEC rules.

Quantitative and Qualitative Disclosures Regarding Market Risks

We have assessed our vulnerability to certain market risks, including interest rate risk associated with available-for-sale securities, long-term debt, accounts payable, capital lease obligations, and cash and cash equivalents and foreign currency risk associated with capital lease obligations and cash held in foreign currencies.

Our investment portfolio consisted of fixed income debt securities, including money market funds, commercial paper, government obligations and corporate bonds, with a fair value of approximately $537.6 million as of December 31, 2005. We had no fixed income securities as of December 31, 2004. The primary objective of our investments in fixed income securities is to preserve principal, while maximizing returns and minimizing risk, and our policies require that we make these investments in short-term, highly-rated securities. For available-for-sale securities, unrealized gains and losses are recorded in other comprehensive income. Losses will not be realized in the consolidated statement of operations unless the individual securities are sold prior to recovery or determined to be other-than-temporarily impaired. We manage our interest rate risk by purchasing securities with maturities that correspond to our liquidity needs for operations, capital expenditures and debt service. Due to the short-term nature of these investments (less than 180 days) and our investment policies and procedures, we have determined that the risk associated with interest rate fluctuations related to these financial instruments is not material to us.

Our convertible long-term debt bears interest at a fixed rate of 7.5%, matures on August 15, 2009 and has a fair value of approximately $903.5 million as of December 31, 2005. We had no long-term debt as of December 31, 2004.

At December 31, 2005, our primary foreign currency exposure relates to cash balances in foreign currencies. Due to the small balances we hold, we have determined that the risk associated with foreign

currency fluctuations is not material to us. We do not enter into any hedging or derivative transactions to manage our exposure to foreign currency risk.

Item 3. Properties.

Our corporate headquarters are located in Reston, Virginia, where we occupy approximately 7,508 square feet of space under a sublease. The sublease on our headquarters continues through May 30, 2012. Upon expiration of our various leases, we do not anticipate any difficulty in obtaining renewals or alternative space.

The following table lists our leased properties, both in the United States and in the United Kingdom:

Location	Operation	Lease Term	Square Footage (Approx.)
Reston, VA	U.S. Corporate Headquarters	Expires May 30, 2012		7,508
Lafayette, CA	Corporate Offices	Expires May 31, 2006		1,344
El Segundo, CA	Space Segment Engineering	Expires May 30, 2006		1,948
Kirkland, WA	Finance/Human Resources	Expires November 1, 2008		1,460
Washington, DC	Regulatory	Month-to-Month		1,195
Slough, Berkshire, UK	U.K. Registered Office(1)	Expires June 26, 2011		4,070
Slough, Berkshire, UK	Archive Warehouse	Expires June 23, 2006		2,570
Hounslow, Middlesex, UK	Service Offices	Month-to-Month		300

(1) Also serves as the MEO network management center and backup satellite control center.

In addition, we own approximately 42 acres in Itaborai, Brazil, on which certain gateway equipment for the MEO system is located. We believe our facilities are adequate for our current business and operations.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the beneficial ownership of our Class A and Class B common stock, as of May 11, 2006, by each stockholder who we know to own beneficially more than 5% of either class of our common stock, and by each director, each named executive officer, and all of the directors and executive officers as a group. There are currently no outstanding shares of our preferred stock.

Unless otherwise indicated in the footnotes to these tables, we believe that each named person or group of persons has sole voting and investment power with respect to the shares indicated as beneficially owned by them, except to the extent they share that power with their spouse.

	Class A Common Stock						Class B Common Stock
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)			Percent of Class			Amount and Nature of Beneficial Ownership(1)		Percent of Class
Eagle River Investments, LLC 2300 Carillon Point, Kirkland, Washington 98033		23,696,037	(3)(4)		16.2	%		45,540,000		83.0	%(5)
CDR-Satco LLC c/o Clayton, Dubilier & Rice Fund VI Limited Partnership 1403 Foulk Road, Suite 106 Wilmington, Delaware 19803		13,950,000			9.7	%		—		—
Mente, LLC 2365 Carillon Point, Kirkland, Washington 98033		1,827,890	(3)(6)(7)		1.3	%		9,300,000		16.9	%(5)
NAMED EXECUTIVE OFFICERS
J. Timothy Bryan+		150,000			*			—		—
Craig Jorgens		635,000	(8)		*			—		—
David Bagley		—			—			—		—
Bob Day		110,257	(8)		*			—		—
Suzanne Hutchings Malloy		—			—			—		—
Dennis Schmitt		—			—			—		—
OTHER DIRECTORS
Craig O. McCaw(2)		23,696,037	(3)		16.2	%		45,540,000		83.0	%(5)
Donna P. Alderman++		148,923	(8)		*			—		—
Samuel L. Ginn		91,717			*			—		—
R. Gerard Salemme+++		250,000			*			—		—
David Wasserman		—			—			—		—
Benjamin G. Wolff(2)		23,696,037	(3)		16.2	%		45,540,000		83.0	%(5)
Directors and Executive Officers as a Group (14 persons)		25,081,934	(2)(3)(8)		17.1	%		45,540,000		83.0	%(5)

+ J. Timothy Bryan also serves as a Director.

++ Donna P. Alderman also served as a consultant to the Company until April 1, 2006 when she was named Executive Vice President, Corporate Development and Strategy.

+++ R. Gerard Salemme also serves as a consultant to the Company.

* Less than 1% of the outstanding Class A common stock.

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that a person have or share voting or investment power with respect to the securities in question. Shares of common stock issuable upon the conversion of shares or the exercise of options and warrants that are exercisable or convertible within 60 days of the date of this table are deemed to be beneficially owned by the holder of such securities but are not outstanding for the purpose of computing the percentage ownership of any other stockholder. As of May 11, 2006, the Company had 143,194,992 shares of Class A common stock and 54,886,500 shares of Class B common stock issued and outstanding.

(2) Includes the shares beneficially owned by Eagle River Investments, LLC, of which Mr. McCaw is the sole manager and member and Mr. Wolff is the President, including 3,000,000 shares of Class A common stock that Eagle River may acquire, at an exercise price of $0.01 per share, upon exercise of a warrant that expires on December 12, 2012. Messrs. McCaw and Wolff have shared voting and investment power as to such shares.

(3) Excludes Class A common stock into which the Class B common stock is convertible on a share-for-share basis. The Class B common stock held by Eagle River and Mente represented 23.8% and 6.1%, respectively, of the Class A common stock that would be outstanding after the conversion.

(4) Includes 3,000,000 shares of Class A common stock that Eagle River may acquire, at an exercise price of $0.01 per share, upon exercise of a warrant that expires on December 12, 2012.

(5) Holders of Class B common stock are entitled to ten votes per share on each matter submitted to a vote of stockholders, as opposed to one vote per share of Class A common stock. For Eagle River and Mente, the common stock beneficially owned represents approximately 68.9% and 13.7%, respectively, of the combined voting power of both classes of our common stock.

(6) William H. Gates III is the sole member of Mente, LLC. The business address for Mr. Gates is: Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052.

(7) Consists of 1,827,890 shares of Class A common stock held by Teledesic LLC. Mente is the owner of 88% of the capital stock of Teledesic Washington Corporation, the manager and majority owner of Teledesic LLC.

(8) Includes beneficial ownership by Mr. Jorgens, Mr. Day and Ms. Alderman of 535,000, 110,257 and 25,000 shares, respectively, of Class A common stock that may be acquired within 60 days of May 11, 2006 pursuant to options.

Item 5. Directors and Executive Officers.

Executive Officers and Directors

The following table sets forth information regarding our directors and executive officers. These individuals are expected to retain their positions either as directors, officers, or both after the registration.

Name	Age	Position
Craig O. McCaw	56	Director—Chairman of the Board
J. Timothy Bryan	45	Chief Executive Officer and Director
Donna P. Alderman	47	Executive Vice President, Corporate Development and Strategy and Director
Samuel L. Ginn	69	Director
R. Gerard Salemme	52	Director and Consultant
David Wasserman	39	Director
Benjamin G. Wolff	37	Director
Craig Jorgens	51	President
John L. Flynn	41	Executive Vice President, General Counsel and Corporate Secretary
David Bagley	47	Senior Vice President, Corporate Development
Bob Day	47	Senior Vice President, Space Systems
Suzanne Hutchings Malloy	44	Senior Vice President, Regulatory Affairs
Dennis Schmitt	33	Senior Vice President, Finance
David Zufall	45	Senior Vice President, Network Systems

Craig O. McCaw— Director since May 2000. Mr. McCaw is currently Chairman of both the Company and ICO North America. Since 1993, Mr. McCaw has been Chairman, Chief Executive Officer, and a member of Eagle River Investments, LLC, a private company formed to focus on strategic investments in the telecommunications industry, and its affiliated companies. Mr. McCaw founded Clearwire Corporation in October 2003 and currently serves as its Chairman of the Board and CEO. Mr. McCaw was a director of Nextel Communications, Inc., from July 1995 until December 2003, and a director of XO Communications, Inc. (formerly known as NEXTLINK Communications, Inc.) (“XO”), from January 1997 until January 2002. From September 1994 to July 1997, he was also XO’s Chief Executive Officer. From 1974 to September 1994, Mr. McCaw served as Chairman and CEO of McCaw Cellular Communications, Inc., which he built into the nation’s leading provider of cellular services in more than 100 U.S. cities, until the company was sold to AT&T Corp. in August 1994. Mr. McCaw is also a Director of RadioFrame Networks, Inc and Tello Corporation.

J. Timothy Bryan —Chief Executive Officer and Director. On November 1, 2005, Mr. Bryan became our Chief Executive Officer and the Chief Executive Officer of ICO North America. Mr. Bryan has served on our Board of Directors since October 2001. He also serves on the Boards of Open TV, Inc., a Liberty Media Corporation affiliate, and the Samaritan Institute. In addition, Mr. Bryan has served as a Director of Clearwire Corporation since 2004. From September 2003 until November 2005, Mr. Bryan was a private investor in, and consultant to, the telecommunications industry and private equity firms interested in investing in telecommunications businesses. From May 2001 until September 2003, Mr. Bryan was the Chief Financial Officer of Eagle River, Inc. Mr. Bryan previously served as President of United Pan-Europe Communications NV and as Chief Financial Officer and member of the Office of the Chairman of UnitedGlobalCom, Inc. Prior to UnitedGlobalCom, Mr. Bryan served as Treasurer of Jones Intercable, Inc. Mr. Bryan has previously served on the Board of Directors of Nextel Communications and on the Board of Management and the Supervisory Board of UPC. Mr. Bryan is a graduate of Duke University.

Donna P. Alderman —Executive Vice President, Corporate Development and Strategy and Director. On April 1, 2006, Ms. Alderman became our Executive Vice President, Corporate Development and Strategy. Ms. Alderman is also a Director of ICO North America and has served on the Board and numerous special committees of the Company since May 2000. Prior to that, Ms. Alderman was a founding and senior partner of Matlin Patterson Global Opportunities Fund, a private equity fund. Prior to that, she was a Managing Director of Credit Suisse First Boston and co-managed the Distressed Debt and Special Situations Group there. She has held numerous senior investment and trading positions at leading investment banks, including Oppenheimer & Co. Inc., Jefferies & Company, Inc. and Bear Stearns. Ms. Alderman graduated from Vassar College and the J.L. Kellogg Graduate School of Management, EDP, at Northwestern University.

Samuel L. Ginn —Director since May 2006 and from October 2001 to April 2004. Mr. Ginn has over 43 years of experience in the telecommunications industry. Mr. Ginn was Chairman and Chief Executive Officer of AirTouch Communications, Inc. from December 1993 until its merger with Vodafone Group Public Limited Company in June 1999. Upon the Vodafone-AirTouch merger, he became Chairman of Vodafone, a position he held until May 2000. Since leaving Vodafone, he has continued to be a private investor and advisor to several startup companies in the telecommunications industry. Mr. Ginn currently serves on the Board of Directors of Chevron Corporation, Templeton Emerging Markets Investment Trust and TVG Capital Partners Limited and as an advisor to the Board of Directors of the Investment Company of America and The Capital Group Companies, Inc. Mr. Ginn is a graduate of the School of Engineering of Auburn University.

R. Gerard Salemme— Director since May 2002. Mr. Salemme has over 27 years of experience in the telecommunications industry. Since November 2003, he has been Executive Vice President—Strategy, Policy and External Affairs and a Director of Clearwire Corporation, a broadband wireless service

provider deploying operations throughout the United States and in other countries throughout the world. He is also a Principal of Eagle River Holdings, LLC, an affiliate of Eagle River Investments, LLC. From May 1997 to June 2003, Mr. Salemme was Senior Vice President, External Affairs of XO, and, before joining XO, he was AT&T Corporation’s Vice President of Government Affairs, directing AT&T’s federal regulatory public policy organization, and overseeing AT&T’s participation in the FCC’s narrowband and broadband PCS auctions. Prior to joining AT&T, Mr. Salemme was Senior Vice President, External Affairs for McCaw Cellular Communications Inc. He also held the position of Senior Telecommunications Policy Analyst for the U.S. House of Representatives Subcommittee on Telecommunications and Finance. He also served as Chief of Staff to Congressman Ed Markey of Massachusetts. Mr. Salemme earned a B.A. in Political Science and Economics, and an M.A. in Economics, from Boston College.

David Wasserman —Director since April 2002. Mr. Wasserman is a partner at Clayton, Dubilier & Rice, Inc., a private equity firm, and has been with that firm since 1998. He led that firm’s recent investments in The Hertz Corporation and Culligan International and serves on their Boards of Directors. He also served as the lead financial partner on that firm’s investment in Kinko’s and was a member of its Board of Directors. Mr. Wasserman worked closely with Kinko’s management team on the company’s transformation, led CD&R’s $175 million investment in Kinko’s in 2002, and negotiated the $2.4 billion sale of the company to FedEx in 2004. Prior to joining CD&R, he worked in the Principal Investment Area at Goldman, Sachs & Co. and as a management consultant at Monitor Company. Mr. Wasserman is a graduate of Amherst College and holds an M.B.A. degree from Harvard Business School. He is also a Director of Covansys Corporation, The Hertz Corporation and Culligan International Company.

Benjamin G. Wolff— Director since September 2005. Mr. Wolff currently serves as Clearwire Corporation’s Co-President and Chief Strategy Officer. In addition to his positions with Clearwire, Mr. Wolff serves as the President of Eagle River, Eagle River Holdings, LLC and Eagle River, Inc. From January 1994 until April 2004, Mr. Wolff was a lawyer with Davis Wright Tremaine LLP, where he became a partner in 1998. Mr. Wolff’s practice focused on mergers and acquisitions, corporate finance and strategic alliance transactions. While with Davis Wright, he co-chaired the firm’s Business Transactions Department, served on the firm’s Executive Committee, and had primary responsibility for representing clients such as Allied Signal, Eagle River, Intel, Starbucks Coffee Company and XO in various corporate and transactional matters. In 2003, Mr. Wolff was identified as one of the top 45 lawyers in the country under the age of 45 by the American Lawyer magazine. Mr. Wolff is also a Director of Clearwire International LLC and NextNet Wireless.

Craig Jorgens —President. Mr. Jorgens has over 13 years of experience in the telecommunications industry and has been the Company’s President since 2002. Mr. Jorgens also serves as the President of ICO North America. From 2001 until joining the Company, he was a principal in the telecommunications group at the private equity firm of Texas Pacific Group. From 1992 to 2000 he was Executive Director of Corporate Development at AirTouch Communications, one of the world’s largest wireless operators, where he was responsible for mergers and acquisitions and new business development both domestically and internationally. He also has experience in management consulting and investment banking. Mr. Jorgens is a graduate of Harvey Mudd College and graduated from Carnegie Mellon’s Graduate School of Industrial Administration.

John L. Flynn —Executive Vice President, General Counsel and Corporate Secretary. On May 8, 2006, Mr. Flynn became the Executive Vice President, General Counsel and Corporate Secretary of the Company and ICO North America. From July 2003 until April 2006, Mr. Flynn was counsel to the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, where his practice focused primarily on communications and intellectual property law. From November 2000 until January 2003, Mr. Flynn was Vice President and Deputy General Counsel of Commerce One, Inc., a software company, where he co-managed the legal department and advised the company on corporate, regulatory and litigation matters. Mr. Flynn also served as General Counsel and Vice President of Government Affairs of rStar Broadband Networks, Inc.

and, before that, was an associate at Munger, Tolles & Olson. Mr. Flynn began his legal career by serving as a law clerk to Judge Edward R. Becker on the U.S. Court of Appeals for the Third Circuit and then to Justices Byron R. White and John Paul Stevens on the U.S. Supreme Court.

David Bagley— Senior Vice President, Corporate Development. Mr. Bagley has been with the Company since July 2002 and has over 18 years of experience in the telecommunications industry. Mr. Bagley also serves as ICO North America’s Senior Vice President, Corporate Development. From June 2000 to June 2001, he was Vice President of Business Development for IPWireless, where he was in charge of spectrum acquisition, strategic partnering and regulatory affairs. Mr. Bagley spent four years at AirTouch and Vodafone, which acquired AirTouch in 1999. He held various Corporate Development positions working on transactions throughout the world. His most recent position was head of Corporate Development for the Americas for Vodafone. Prior to AirTouch, Mr. Bagley spent eight years at SBC Communications in finance and Corporate Development positions. Mr. Bagley holds a Bachelor’s degree in Accounting and Economics from Pacific University and a Master’s degree in International Management from Thunderbird Graduate School of International Management.

Bob Day —Senior Vice President, Space Systems. Mr. Day has been with the Company for over five years and has over 25 years of telecommunications industry experience. Mr. Day serves as Senior Vice President, Space Systems for both the Company and ICO North America and is responsible for the design, procurement, deployment, and operation of the ICO North America space segment. The space segment includes the ICO North America satellite, launch vehicle, satellite control center, and satellite operations. His areas of expertise include satellite design, integration, test, launch, operations, and system engineering. Prior to joining the Company, he was the Vice President of Space Technology for Teledesic LLC. Mr. Day also spent 19 years at Hughes Space and Communications where he provided system engineering leadership or served as program manager for several major geosynchronous satellite programs. He led the integration, test, and launch team for the first HS601 satellite, and served as the Deputy Business Unit Leader for Spacecraft Design and Production at Hughes. Mr. Day holds a Bachelor’s degree in Engineering from the University of Illinois, a Master’s degree in Mechanical Engineering from UCLA, and a certificate in Astronautical Engineering from UCLA.

Suzanne Hutchings Malloy —Senior Vice President, Regulatory Affairs. Ms. Hutchings Malloy has over 14 years of experience in the telecommunications industry. Prior to joining the Company in 2000 and until 2002, Ms. Malloy served as Senior Regulatory Counsel for Teledesic LLC, where she directed the company’s licensing and regulatory efforts among various industry and regulatory constituencies, including the FCC, the U.S. State Department, and the International Telecommunication Union (ITU). At the Company and ICO North America (serving in a similar capacity), in addition to general regulatory activities, her work has included filing a major satellite application, helping maintain and monitor global spectrum assets, and advocating for the companies and their subsidiaries in major rulemaking and adjudicatory proceedings before the FCC. She has also served on numerous U.S. delegations to regional and international spectrum management treaty conferences. She has also worked as an Attorney-Advisor at the FCC, where she participated in country-to-country treaty negotiations, World Trade Organization multilateral negotiations, and rulemaking proceedings before the Federal Communications Commission as a satellite industry expert, focusing primarily on licensing direct-to-home satellite operators. Ms. Malloy holds a Bachelor of Arts degree in History from Davidson College and graduated from Harvard Law School in 1986.

Dennis Schmitt —Senior Vice President, Finance. Mr. Schmitt has been with the Company for over three years and Senior Vice President, Finance since April 2005, having previously served as the Company’s Controller. Mr. Schmitt serves in a similar capacity for ICO North America and is responsible for all accounting and financial aspects of each company. Prior to joining the Company, he was the Assistant Controller for drugstore.com from January 2001 to July 2002, managing the SEC reporting group and all the company’s daily accounting responsibilities. His background also includes expertise in the

wireless industry acquired through his time spent at Nextel International where he was responsible for the accounting of its global subsidiaries and Western Wireless where he was a member of the SEC reporting group. Mr. Schmitt holds a Bachelor’s degree in accounting from Fort Hays State University and is a Certified Public Accountant.

David Zufall —Senior Vice President, Network Systems. Mr. Zufall has been Senior Vice President, Network Systems since January 2, 2006. During the five years prior to joining the Company, Mr. Zufall served in a number of technical and operational capacities at Nextel Communications, Inc, including Vice President, Infrastructure Technology Development and Vice President, Network Architecture/Chief Architect. Nextel operated a nationwide digital cellular network in the United States. Mr. Zufall had responsibility for working with partners in Nextel’s strategy and marketing divisions to establish Nextel’s long-term network and technology roadmap. Mr. Zufall holds a Bachelor of Sciences degree in Electrical Engineering and an M.B.A. in Finance and International Business, both from Columbia University.

Term of Office of Directors and Executive Officers

Our directors are elected annually by our stockholders and hold office until their successors are elected and qualified, or until their earlier resignation or removal. Our Board of Directors currently consists of seven members.

Officers are elected by and serve at the discretion of our Board of Directors. They hold office until their successors are chosen and qualified, or until they resign or have been removed from office. The Board of Directors may appointment, or empower the Chief Executive Officer to appoint or terminate, such other officers and agents as the business of the corporation may require, each of whom shall hold office of such period, and have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Committees of the Board of Directors

Audit Committee. The Audit Committee assists our Board of Directors in its oversight of our accounting and financial reporting process and system of internal controls, the qualifications and independence of our independent auditor and the performance of our internal audit function and independent auditor. David Wasserman and Donna P. Alderman serve as members of the Audit Committee. We are in the process of seeking an additional independent director to join our Board of Directors and serve as a member of the Audit Committee. Mr. Wasserman is the chairman of the Audit Committee and meets the independence criteria prescribed by applicable law and the rules of the SEC and Nasdaq for audit committee membership. The Board of Directors has determined that Mr. Wasserman is an audit committee financial expert.

Strategy Committee. The Strategy Committee assists our Board of Directors in shaping our business strategy as we develop our MSS/ATC System, including recommending and evaluating potential strategic partners. Samuel L. Ginn and Craig O. McCaw are members of the Strategy Committee.

“Controlled Company” Exemptions to Nasdaq Corporate Governance Requirements

compensation committee comprised solely of independent directors, (3) the requirement that director nominees be selected, or recommended for the board of directors’ selection, by a majority of the independent directors or a nominating committee comprised solely of independent directors with a written charter or board resolution addressing the nomination process. We intend to utilize these exemptions.

Item 6. Executive Compensation.

The tables and discussion below set forth information about the compensation awarded to, earned by, or paid to our Chief Executive Officer and our other named executive officers during the last fiscal year.

Summary Compensation Table

	Annual Compensation							Long-term Compensation Awards
Name and principal position	Salary ($)			Bonus ($)		Other Annual Compensation ($)		Restricted Stock Award(s) ($)			Shares Underlying Options (#)	All Other Compensation ($)(1)
J. Timothy Bryan—Chief Executive Officer+		181,667	(2)		—		—		592,500	(3)	2,000,000		11,000
Craig Jorgens—President		570,000			750,000		—		395,000	(3)	500,000		42,000
David Bagley—Senior Vice President, Corporate Development		241,500			72,450		—		—		250,000		28,000
Bob Day—Senior Vice President, Space Systems		206,000			61,800		—		—		275,000		24,720
Suzanne Hutchings Malloy—Senior Vice President, Regulatory Affairs		144,000			100,800		—		—		150,000		17,280
Dennis Schmitt—Senior Vice President, Finance		204,000			40,800		—		—		150,000		24,480

+ Mr. Bryan became our Chief Executive Officer on November 1, 2005.

(1) Company contributions to the ICO 401(k) Plan: $11,000, $42,000, $28,000, $24,720 and $24,480 for Messrs. Bryan, Jorgens, Bagley, Day and Schmitt, respectively, and $17,280 for Ms. Hutchings Malloy.

(2) Includes $90,000 in fees for serving on a special committee of our Board of Directors, prior to Mr. Bryan’s being named Chief Executive Officer.

(3) Value of the 150,000 and 100,000 shares of restricted Class A common stock granted on November 14, 2005 to Messrs. Bryan and Jorgens, respectively, based on the high sale price of our Class A common stock, as published by Pink Sheets LLC, on the date of grant of $3.95, without recognizing any diminution in value attributable to the restrictions on the shares. These shares represent Messrs. Bryan’s and Jorgens’ total holdings of restricted stock at December 31, 2005, and, based on the high sale price of our Class A common stock, as published by Pink Sheets LLC, their value as of that date was $939,000 and $626,000, respectively.

Mr. Bryan’s shares of restricted stock vest in three equal installments on 90th day following the effective date of this Form 10 and the first and second anniversaries of the effective date. Mr. Jorgen’s shares of restricted stock vest 90 days after the effective date of this Form 10. Upon termination of employment for cause or without good reason, any unvested shares of restricted stock would be

forfeited. The shares vest in the event of (x) a change in control of the Company (i.e., merger or consolidation or certain sales of all its assets) in which the successor company does not assume or continue the outstanding awards or substitute an equivalent award or (y) an acquisition of a majority of the Company’s voting securities (other than by Craig O. McCaw, Eagle River or an affiliate thereof). The officers have the right to vote and to any dividends declared on the Class A common stock.

Option Grants in the Last Fiscal Year

The following table describes the stock options granted to our named executive officers during the last fiscal year:

Name	Number of Shares Underlying Options Granted (#)			Percent of Total Options Granted to Employees in Fiscal Year			Exercise or Base Price ($/Share)(1)		Expiration Date		Grant Date Present Value ($)(2)
J. Timothy Bryan		2,000,000	(3)		34.1	%		4.25		11/14/15		4,520,000
Craig Jorgens		500,000	(4)		8.5	%		4.25		11/14/15		1,130,000
David Bagley		250,000	(4)		4.3	%		4.25		11/14/15		565,000
Bob Day		275,000	(4)		4.7	%		4.25		11/14/15		621,500
Suzanne Hutchings Malloy		150,000	(5)		2.6	%		4.25		11/14/15		339,000
Dennis Schmitt		150,000	(5)		2.6	%		4.25		11/14/15		339,000

(1) The options were granted with an exercise price equal to the fair market value of our common stock on the grant date, as determined by our Board of Directors. The Board of Directors determined the fair market value by considering the price negotiated for ICO North America’s Class A common stock (for purposes of determining the conversion rate for the 7.5% notes) in connection with the issuance of ICO North America’s 7.5% notes. ICO North America holds a substantial portion of the Company’s assets. The high sale price of our Class A common stock, as published by Pink Sheets LLC, on the date of grant was $3.95.

(2) As permitted by the rules of the Securities and Exchange Commission, we have used the Black-Scholes option pricing model to estimate the grant date present value of the options set forth in this table. Our use of this model should not be construed as an endorsement of its accuracy at valuing options. All stock option valuation models, including the Black-Scholes model, require a prediction about the future movement of the stock price. The real value of the options in this table depends upon the actual changes in the market price of our Class A common stock or Class B common stock, as the case may be, during the applicable period. We made the following assumptions when calculating the grant date present values: the option will be exercised after 10 years, volatility of 40%, no annual dividend yield and a risk-free rate of return of 4.52%.

(3) Option to purchase our Class A common stock granted pursuant to our Amended and Restated 2000 Stock Incentive Plan in connection with the employment letter agreement naming Mr. Bryan Chief Executive Officer. The option vests and becomes exercisable over a four year period, with 25% vesting each year. The termination, change in control and restriction on transfer provisions of options granted under the plan are described in footnote 5 below.

(4) Options to purchase our Class B common stock granted pursuant to our Amended and Restated 2000 Stock Incentive Plan. The vesting, termination, change in control and restriction on transfer provisions of options granted under the plan are described in footnote 5 below.

(5) Options to purchase our Class A common stock granted pursuant to our Amended and Restated 2000 Stock Incentive Plan, which is administered by our Board of Directors. The options vest and become

exercisable over a four year period, with 40% vesting after one year and 20% vesting each year thereafter. Upon termination of employment, the unvested portion of the option terminates, and the vested portion remains exercisable until the earliest of: (i) the original expiration date; (ii) one year after the date of termination due to retirement, disability or death; (iii) immediately upon termination for cause or (iv) three months after the date of termination for any other reason. In the event of (x) a change in control of the Company (i.e., a merger or consolidation or certain sales of all our assets) in which the successor company does not assume or continue the outstanding options or substitute an equivalent award or (y) an acquisition of a majority of our voting securities (other than by Craig O. McCaw, Eagle River or an affiliate thereof), the options vest and become exercisable for a period specified by the administrator. The options are generally not transferable and expire ten years after the grant date. Additionally, until two years after our initial public offering, all shares acquired under the plan are subject to market standoff provisions, which prevent the sale of the shares until up to 180 days after an underwritten, registered public offering of our equity securities. Further, until the effective date of this Form 10, we have a right of first refusal in connection with any proposed sale or other transfer of shares acquired under the plan and, in the case of a participant’s termination of employment, a right to repurchase shares acquired under the plan at fair market value. Our Board of Directors has authorized a total of up to 13 million shares of our common stock for the issuance of options and stock awards under the plan, subject to adjustment for changes in our capital structure.

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values

	Shares Acquired		Value		Number of Shares Underlying Unexercised Options at Fiscal Year-End (#)				Value of Unexercised In-the-Money Options at Fiscal Year-End ($)(1)
Name	on Exercise(#)		Realized ($)		Exercisable		Unexercisable		Exercisable	Unexercisable
J. Timothy Bryan		—		—		—		2,000,000	—		4,020,000
Craig Jorgens		—		—		535,000		500,000	1,019,350		1,005,000
David Bagley		—		—		—		250,000	—		502,500
Bob Day		—		—		110,257		275,000	—		552,750
Suzanne Hutchings Malloy		—		—		—		150,000	—		301,500
Dennis Schmitt		—		—		—		150,000	—		301,500

(1) For purposes of the table, value is equal to the aggregate, calculated on a grant-by-grant basis, of the product of the number of shares underlying the option and the difference between $6.26 (the high sale price of our Class A common stock, as published by Pink Sheets LLC, on December 30, 2005) and the exercise price.

Employment Agreements with Named Executive Officers and Change-in-Control Arrangements

We entered into an employment letter agreement with J. Timothy Bryan, effective as of November 1, 2005, naming him as the Chief Executive Officer of both us and ICO North America. Mr. Bryan is entitled to an annual salary of $550,000 under the agreement. The agreement provided for the grant of an option to purchase 2,000,000 shares of Class A common stock under our 2000 Stock Incentive Plan, such option to be inclusive of any options that he would have received for services as a director, and for a grant of 150,000 shares of restricted Class A common stock. Under the agreement, Mr. Bryan’s employment is at-will, and he is subject to termination with or without cause and may leave the Company for any reason. However, if we terminate him without cause (other than following a change in control), he is entitled to a lump sum payment of accrued salary and vacation time and reimbursement of expenses, and upon execution of a release of claims, continued salary and vesting of options granted under the plan and restricted stock for six months. If Mr. Bryan is terminated without cause within six months after a change in control of the Company, upon execution of a release of claims, he is entitled to the continuation of his salary then in effect for 24 months. The length of the continued salary period will be reduced by one month for every month after November 2005, and for any period after April 2007, the continued salary period will be six months. In case of termination for cause or his resignation, Mr. Bryan would only be entitled to accrued salary and vacation time and unpaid expenses. In addition, in the case of termination for cause, the option granted in connection with the agreement would immediately terminate, notwithstanding any prior vesting. The agreement obligates Mr. Bryan not to compete following termination of employment for a period equal to the longer of 12 months or the applicable severance period.

We have entered into an employment letter agreement with Craig Jorgens. Mr. Jorgens is entitled to an annual salary of $570,000 under the agreement. Under the agreement, Mr. Jorgens’ employment is at-will, and he is subject to termination with or without cause and may leave the Company for any reason. However, if we terminate him without cause, he is entitled to a lump sum payment of accrued salary and vacation time and reimbursement of expenses, and upon execution of a release of claims, continued salary, benefits and vesting of options granted under the plan for six months. In case of termination for cause or his resignation, Mr. Jorgens would only be entitled to accrued salary and vacation time and unpaid expenses. The agreement obligates Mr. Jorgens not to compete following termination of employment for a period equal to six months.

David Bagley, Suzanne Hutchings Malloy and Dennis Schmitt have entered into executive employment agreements with one of our subsidiaries, each for an indefinite term. The agreements entitle them to an annual base salary and a bonus in the target amount of 30% of base salary, for Mr. Bagley, and 20% of base salary for Ms. Hutchings Malloy and Mr. Schmitt. Each person’s actual bonus compensation, which will be determined by our subsidiary (upon the recommendation of our President and approval by our Compensation Committee), may be more or less than the target amount. Either we or the individual may terminate the agreement for any reason with 30 days’ written notice or, in lieu of notice, we may pay the individual one month’s base salary, plus any accrued benefits and bonuses. We may also terminate for “cause” without notice, in which case the individual will not be entitled to any further compensation, including unpaid bonuses or benefits, other than his or her accrued salary, unused vacation time and reimbursement of expenses. Each agreement contains a provision requiring the individual to refrain from using or disclosing any of the company’s or any of its affiliates’ confidential information for three years following termination of the agreement.

In addition, we have entered into a services agreement with Mr. Schmitt for a one-year term, which can be extended by mutual agreement, pursuant to which he serves as an officer or director of certain of our subsidiaries. Mr. Schmitt is entitled to a $2,000 fee per month. Either party may terminate the agreement with 10 days’ written notice.

Bob Day has entered into an employment agreement with ICO Satellite Services for an indefinite term. Mr. Day is entitled to an annual base salary plus a bonus, payable in ICO Satellite Services’ discretion, in the target amount of 30% of base salary. The actual bonus payable to Mr. Day may be more or less than the target amount. While Mr. Day’s employment is at-will, he and ICO Satellite Services are each required to provide at least six months’ notice prior to termination, other than in the case of termination for “cause” by ICO Satellite Services. ICO Satellite Services, however, has the right to pay him his salary in lieu of notice, and Mr. Day may also elect to take a payment rather than continuing his employment during the six-month notice period. The agreement obligates Mr. Day to refrain from disclosing confidential information, both during and after termination of employment. Further, for a period of eighteen months after termination of employment, Mr. Day may not solicit ICO Satellite Services’ employees or otherwise take any action that could adversely affect any relationship between ICO Satellite Services and its employees, customers, or suppliers.

Director Compensation

Pursuant to the compensation policy adopted on May 8, 2006, independent directors will receive annually a retainer of $30,000 and independent and other non-employee directors will receive, on each October 1 st , an option to purchase 30,000 shares of our Class A common stock with an exercise price per share equal to the fair market value of a share on the date of grant. The options will have a term of ten years and vest 25% after each full year of service as a director, fully vesting after four years of board service.

Each new non-employee director will receive an option to purchase 100,000 shares of our Class A common stock upon election. The exercise price per share for these options will be equal to the fair market value of a share on the date of election. These options will have a ten-year term and will vest 25% after each full year of service as a director, fully vesting after four years of board service. Members of the audit committee who are independent will receive options to purchase 50,000 shares of our Class A common stock upon appointment to the audit committee. In addition, the chairman of the audit committee will receive options to purchase 50,000 shares of our Class A common stock. Members of the strategy committee who are independent will receive options to purchase 100,000 shares of our Class A common stock upon appointment to the strategy committee. These options granted for committee service will have an exercise price per share equal to the fair market value of a share on the date of grant, a term of ten years and will vest 25% after each full year of service on the respective committee or as chairman, fully vesting after four years of committee service or service as chairman, as applicable.

On November 14, 2005, each person then serving as a director received a one-time grant of options to purchase 30,000 shares of our Class A common stock for each full year of his or her board service since May 2000. Messrs. McCaw, Salemme, Wasserman and Wolff and Ms. Alderman received options granted under the 2000 Stock Incentive Plan to purchase a total of 150,000, 120,000, 150,000, 30,000 and 150,000 shares, respectively. The exercise price per share is $4.25, the options have a ten-year term and vest 25% after each full year of board service, fully vesting after four years of board service.

In addition, on November 14, 2005, Mr. Salemme and Ms. Alderman each received $750,000, grants of an option to purchase 500,000 shares of our Class A common stock and 250,000 and 100,000 shares, respectively, of restricted Class A common stock under the 2000 Stock Incentive Plan, representing consultant’s fees in connection with the sale by ICO North America of its 7.5% notes in August 2005. The option exercise price per share is $4.25, and the options have a ten-year term and vest 25% following each full year of service as a board member, fully vesting after four years of board service. The restricted stock vests 90 days after the effective date of this registration statement, would be paid any dividends declared, and any unvested shares are subject to forfeiture upon termination for cause or without good reason.

Ms. Alderman also received a fee of $55,000 for serving on a special committee of our Board of Directors in 2005. In addition, during 2005, Ms. Alderman received $308,333 of compensation under a consulting agreement with the Company. During 2005, Mr. Salemme received $135,000 of compensation under a consulting agreement with the Company.

Mr. Bryan received a fee of $90,000, prior to being named Chief Executive Officer, for serving on a special committee of our Board of Directors during 2005.

On March 1, 2006, we entered into a new consulting agreement with Mr. Salemme for a rolling six-month term. Mr. Salemme will provide consulting services in the area of strategy and external affairs and will be paid $12,500 per month, plus the reimbursement of business expenses.

We have entered into an employment letter agreement with Donna P. Alderman, effective as of April 1, 2006, naming her our Executive Vice President, Corporate Development and Strategy. Ms. Alderman is entitled to an annual salary of $500,000 under the agreement. Under the agreement, Ms. Alderman’s employment is at-will, and she is subject to termination with or without cause and may leave the Company for any reason. However, if we terminate her without cause, she is entitled to a lump sum payment of accrued salary and vacation time and reimbursement of expenses, and upon execution of a release of claims, continued salary and vesting of options granted under the plan for six months. In case of termination for cause or her resignation, Ms. Alderman would only be entitled to accrued salary and vacation time and unpaid expenses. The agreement obligates Ms. Alderman not to compete following termination of employment for a period equal to six months.

Compensation Committee Interlocks and Insider Participation

Donna P. Alderman, Craig O. McCaw and David Wasserman served as members of our Compensation Committee during the last fiscal year. Ms. Alderman served as a consultant during 2005. As of April 1, 2006, Ms. Alderman is our Executive Vice President, Corporate Development and Strategy.

We have a month-to-month agreement with Eagle River to provide office space and administrative support to us. Total payments made pursuant to the agreement were $100,000, $100,000 and $200,000 in 2005, 2004 and 2003, respectively. Beginning in November 2005, we will pay a $500,000 annual consulting fee to Eagle River, Inc., an affiliate of our controlling shareholder, for three years, subject to termination by us for any reason on 90 days’ notice. This fee can be paid in cash or stock, as determined by our Board of Directors. The amount owed to Eagle River, Inc. for consulting services performed in 2005 was $69,445. On November 11, 2005, we granted Eagle River one million shares of restricted Class A common stock as compensation for services provided in the prior five years. The stock vests on the earlier of 90 days after the effective date of this registration statement or November 11, 2015, and has voting rights and the right to any dividends declared. We had a $37.5 million note payable to Eagle River outstanding during 2003, which bore interest at 12% and was repaid, including all accrued interest, in January 2004. Craig O. McCaw is Chairman, Chief Executive Officer, and a member of Eagle River.

In June 2003, we entered into an agreement with RadioFrame Networks, Inc. to provide technical analysis and usability studies on our ground network. Total payments made to RadioFrame Networks under the agreement were approximately $1.4 million and $5.3 million in 2004 and 2003, respectively. Craig O. McCaw is a director and has indirect ownership, through COM Investments, LLC, of an approximately 12% equity interest in RadioFrame Networks.

J. Timothy Bryan, our Chief Executive Officer, is a director of Clearwire Corporation, and Mr. McCaw currently serves as Clearwire’s Chief Executive Officer. Benjamin G. Wolff also serves as a director and officer of Clearwire.

Item 7. Certain Relationships and Related Transactions.

We have a month-to-month agreement with Eagle River to provide office space and administrative support to us. Total payments made pursuant to the agreement were $100,000, $100,000 and $200,000 in 2005, 2004 and 2003, respectively. Beginning in November 2005, we will pay a $500,000 annual consulting fee to Eagle River, Inc., an affiliate of our controlling shareholder, for three years, subject to termination by us for any reason on 90 days’ notice. This fee can be paid in cash or stock, as determined by our Board of Directors. The amount owed to Eagle River, Inc. for consulting services performed in 2005 was $69,445. On November 11, 2005, we granted Eagle River one million shares of restricted Class A common stock as compensation for services provided in the prior five years. The stock vests on the earlier of 90 days after the effective date of this registration statement or November 11, 2015, and has voting rights and the right to any dividends declared. We had a $37.5 million note payable to Eagle River outstanding during 2003, which bore interest at 12% and was repaid, including all accrued interest, in January 2004. Craig O. McCaw, our Chairman, is Chairman, Chief Executive Officer, and a member of Eagle River, and Benjamin G. Wolff, a member of our Board of Directors, is the President of Eagle River and Eagle River Holdings, LLC and Eagle River, Inc., which are affiliates of Eagle River.

Benjamin G. Wolff, a member of our Board of Directors and the President of Eagle River, Eagle River Holdings, LLC and Eagle River, Inc., was a partner at Davis Wright Tremaine LLP through April 2004. Mr. Wolff’s spouse is a partner with Davis Wright Tremaine LLP. Davis Wright Tremaine LLP has rendered substantial legal services to us since we emerged from bankruptcy in 2000. Davis Wright Tremaine LLP continues to provide legal services to us.

In June 2003, we entered into an agreement with RadioFrame Networks, Inc. to provide technical analysis and usability studies on our ground network. Total payments made to RadioFrame Networks under the agreement were approximately $1.4 million and $5.3 million in 2004 and 2003, respectively. Craig O. McCaw, our Chairman, is a director and has indirect ownership, through COM Investments, LLC, of an approximately 12% equity interest in RadioFrame Networks.

Item 8. Legal Proceedings.

In August 2004, Boeing Satellite Systems International, Inc. (“BSSI”), in response to an arbitration demand by the Company’s subsidiary, ICO Global Communications (Operations) Limited (“IGC”), filed a complaint in Superior Court for the State of California seeking a judicial declaration that IGC terminated certain agreements, and extinguished all of its rights and claims arising under those agreements or otherwise under law, arising out of or relating to the development, construction and launch of its MEO satellites. IGC filed a cross-complaint alleging that BSSI’s wrongful conduct after its succession to the agreements following the Boeing/Hughes acquisition, constituted a breach of BSSI’s obligations under the parties’ written contracts and otherwise under the law. In particular, IGC alleges that BSSI’s failure to price requested contract changes, to represent IGC’s interests with respect to launch providers, and to disclose material requested information as required by the parties’ agreements and otherwise by law, damaged IGC in an amount that cannot yet be precisely ascertained, as discovery has only recently commenced.

BSSI recently filed a cross complaint against IGC, the Company and Eagle River Investments, LLC seeking unspecified monetary relief and alleging interference with the written agreements between BSSI and IGC and other alleged wrongful conduct. Under an indemnification agreement with Eagle River, the Company is required to indemnify and defend Eagle River and its affiliates against claims, damages, fees and expenses incurred resulting from, or in connection with, the fact that it is a shareholder of the Company. IGC also filed a cross-complaint against The Boeing Company alleging wrongful, tortuous conduct. BSSI’s recently-filed motion for summary judgment/summary adjudication is currently scheduled

to be heard on July 10, 2006. The Company believes its claims are meritorious and is vigorously pursuing a prompt resolution. The Company anticipates that the expense of pursuing this litigation will be material.

Subsidiaries of the Company had agreements with ten operators of gateways for its MEO system, and have successfully renegotiated and terminated four of those agreements. One of the agreements has been extended, and we continue to perform under one of the agreements. Four of the agreements have been terminated but are not yet settled. All four of these agreements remain potentially subject to litigation.

In December 2005, Deutsche Telekom (“DT”) initiated arbitration with the International Chamber of Commerce against an indirect subsidiary of the Company, ICO Global Communications Holding BV, seeking in excess of $10 million under a contract for the development and operation of a foreign gateway located in Usingen, Germany. The arbitration is in the early stages. ICO is vigorously defending against the claims by DT but is also considering opportunities to resolve the matter on favorable economic terms.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market for Our Class A Common Stock

Our Class A common stock trades in the over-the-counter market and is quoted in the “pink sheets,” an electronic quotation system. The table below sets forth the high and low closing bid quotations of our Class A common stock, as published by Pink Sheets LLC for each quarterly period during the two most recent fiscal years and the first quarter of 2006. Bid quotations reflect inter-dealer prices, without adjustments for mark-ups, mark-downs, or commissions, and may not necessarily represent actual transactions. In the past our stock has been traded in low daily volumes and, to our belief, by just a limited number of investors, and the historic bid quotations in the table below may not be indicative of the future trading price of our Class A common stock.

	All Prices in $US
	2006		2005		2004
Period	High	Low	High	Low	High	Low
First Quarter	6.05	5.35	3.48	0.40	0.63	0.38
Second Quarter			4.15	2.06	1.50	0.52
Third Quarter			5.57	3.45	0.595	0.16
Fourth Quarter			6.31	3.76	1.13	0.086

We are applying to have our Class A common stock listed on the Nasdaq National Market. There is no assurance that our application to list the Class A common stock will be accepted. If it is not, we expect our Class A common stock to continue to be traded in the over-the-counter market. Whether our Class A common stock is listed on the Nasdaq National Market or continues to trade in the over-the-counter market, there can be no assurance as to the liquidity of the trading market that will develop.

As of May 11, 2006, there were 143,194,992 shares of our Class A common stock issued and outstanding, 3,172,110 shares underlying outstanding Class A common stock warrants, and 5,614,573 shares underlying outstanding Class A common stock options, 874,573 shares of which were underlying immediately exercisable options. There were approximately 330 record holders of our Class A common stock as of May 11, 2006.

Warrants to purchase a total of 18.8 million shares of Class A common stock, with an exercise price of $30 per share, and warrants to purchase a total of 30 million shares of Class A common stock, with an exercise price of $45 per share, will expire on August 2, 2006.

There is no established trading market for our Class B common stock, of which we have 54,886,500 shares outstanding with three holders of record, and 1,375,000 shares underlying outstanding Class B

common stock options, none of which were immediately exercisable. Each share of Class B common stock is convertible at any time at the option of its holders into one share of Class A common stock.

We have never paid a dividend on shares of our equity securities. We do not intend to pay any dividends on our common shares during the foreseeable future. It is anticipated that earnings, if any, from operations will be used to finance growth. The Company does not have independent operations, and its ability to pay any dividends will be dependent on the ability of its subsidiaries to transfer funds to the Company in the form of cash dividends. As discussed under “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” ICO North America and its subsidiaries are prohibited from paying cash dividends on their capital stock and from purchasing or redeeming their capital stock (unless funded by a contemporaneous sale of capital stock) under the terms of the indenture governing ICO North America’s 7.5% notes due 2009.

Future Sales of Our Outstanding Common Stock

Resale of our shares may be subject to certain restrictions, as discussed under “Item 11. Description of Registrant’s Securities to Be Registered—Restrictions on Transfer of Stock.”

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the effective date of this registration statement, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell in “broker’s transactions” or to market makers, within any three-month period, a number of shares that does not exceed the greater of:

· 1% of the number of shares of common stock then outstanding, which was equal to approximately 143,194,992 shares on the date of filing of this registration statement; or

· the average weekly trading volume in the common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are generally subject to certain manner of sale provisions and the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell the shares without having to comply with the manner of sale, public information, volume limitation or notice filing provisions of Rule 144. We believe that most of the shares held by non-affiliates may currently be sold pursuant to Rule 144(k).

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this registration statement is entitled to sell those shares 90 days after the effective date in reliance on Rule 144, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the holding period, public information, volume limitation or notice filing provisions of Rule 144.

Registration Rights

We entered into registration rights agreements with each of Eagle River and Teledesic, LLC (“Teledesic”) in 2002, pursuant to which we agreed to register the shares issued or issuable upon exercise of warrants held by those parties for 3,000,000 and 1,827,890 shares of Class A common stock, respectively. The warrant held by Eagle River has an exercise price of $0.01 per share and expires on December 12, 2012, and Teledesic exercised the warrant it held for 1,827,890 shares on December 12, 2005. In general, the registration rights agreements require us, whenever we propose to register any of our common stock under the Securities Act of 1933 (with certain exceptions), to register, at Eagle River and Teledesic’s option, their shares of Class A common stock issued or issuable upon the exercise of their warrants. Under the registration rights agreement, we are required to indemnify Eagle River and Teledesic against any losses and expenses for certain misstatements or omissions in the registration statement or prospectus. The registration rights with both Eagle River and Teledesic expire upon transfer of all of the shares to a non-affiliated third party or on December 12, 2007.

We are a party to a registration rights agreement with CDR-Satco, LLC, entered into in 2000, obligating us to register the shares of Class A common stock held by CDR-Satco or its affiliates. CDR-Satco and its affiliates currently hold 13,950,000 shares of Class A common stock. The registration rights agreement obligates us to register CDR-Satco’s shares under the Securities Act either (1) upon the demand of CDR-Satco for up to two registrations and only if the shares to be registered have an anticipated aggregate public offering price of at least $10 million, or (2) whenever we propose to register any of our Class A common stock under the Securities Act (with certain exceptions). Under this registration rights agreement, we are required to indemnify CDR-Satco and its directors, officers, and affiliates against any losses and expenses for certain misstatements or omissions in the registration statement or prospectus. The registration rights expire upon transfer of the shares to a non-affiliated third party or on July 26, 2010.

We also entered into a registration rights agreement with Cascade Investment, L.L.C. in 2000. That agreement obligates us to register any shares of our common stock held by Cascade or its affiliates (including Mente, LLC, to which Cascade subsequently transferred the shares it held of our common stock), under the same general terms as the registration rights agreement with CDR-Satco, described above. The registration rights expire upon transfer of the shares to a non-affiliated third party or July 17, 2010. Cascade and its affiliates currently hold 1,827,890 shares of Class A common stock and 9,300,000 shares of Class B common stock.

We are also subject to a registration rights agreement with Eagle River, pursuant to which we are obligated to register 46,500,000 shares of our Class A common stock (whether acquired through conversion of its holdings of our Class B common stock or otherwise) under the same general terms as the registration rights agreement with CDR-Satco, described above. The registration rights expire upon transfer of the shares to a non-affiliated third party or on April 29, 2010.

Additionally, we entered into registration rights agreements with each of Ellipso Private Holdings, Inc. (“Ellipso”) and CCI International N.V. (“CCI”) that obligate us to register up to 3,234,665 and 583,253 shares, respectively, of our Class A common stock. The registration rights agreements generally obligate us to register the shares whenever we propose to register any of our common stock under the Securities Act (with certain exceptions). Under each agreement, we are required to indemnify the party and its affiliates against any losses and expenses for certain misstatements or omissions in the registration statement or prospectus. The rights expire upon transfer of the shares to a non-affiliated third party (other than certain named parties) or in July 2007 for CCI and October 2007 for Ellipso.

Equity Compensation Plans

Set forth below is information concerning our equity compensation plans as of December 31, 2005.

Plan Category	Number of securities to be issued upon exercise of outstanding option, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders:
2000 Stock Incentive Plan
Class A common stock		4,657,000		$	4.47
Class B common stock		1,375,000		$	4.25
		6,032,000		$	4.42		6,368,000	(3)
ITGL Plan(1)		222,573		$	10.91		—
Equity compensation plans not approved by security holders(2)		485,000		$	6.75		—
Total		6,739,573		$	4.80		6,368,000

(1) Under the terms of the merger with ICO Global Limited on November 28, 2001, the ICO-Teledesic Global Limited 2000 Stock Incentive Plan and all the outstanding options under the plan were assumed by us. All the options outstanding under the plan are exercisable for our Class A common stock. Effective December 31, 2005, we will not issue any further awards under the plan.

(2) Agreements for options exercisable for our Class A common stock, all of which are vested, with the following officer:

Name	Number of securities underlying option		Exercise price			Expiration date
Craig Jorgens		300,000		$	10.45	July 25, 2012
Craig Jorgens		185,000		$	0.75	July 25, 2012

The options terminate automatically upon termination for cause and on the first anniversary of the listing of our shares on Nasdaq. The options are generally not transferable. Additionally, until two years after an initial public offering by us, all shares acquired under the options are subject to market standoff provisions. Further, until the effective date of this Form 10, we have a right of first refusal in connection with any proposed sale or other transfer of shares acquired under the options and, in the case of termination of employment, a right to repurchase shares acquired under the options at fair market value.

(3) The securities that remain available for future issuance under the 2000 Stock Incentive Plan may be issued as either Class A common stock or Class B common stock.

Item 10. Recent Sales of Unregistered Securities.

Except as otherwise indicated, management believes that each of the securities transactions from the last three years that is described in the table below was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) as a transaction not involving any public offering. In each case, the number of investors was limited, the investors were either accredited or otherwise qualified and had access to material information about the registrant, and restrictions were placed on the resale of the securities sold.

Date

Title

Amount

Consideration

Recipient(s)

December 12, 2005

Class A common stock

1,827,890

18,278

Teledesic LLC(1)

November 11, 2005

Class A common stock

1,000,000

—

Eagle River(2)

(1) Issued upon Teledesic’s exercise of a warrant to purchase the shares, at an exercise price of $.01, dated December 12, 2002.

(2) Grant of restricted Class A common stock as compensation for services in the prior five years.

In addition, on November 14, 2005, we granted an aggregate of 600,000 shares of restricted Class A common stock to certain officers and directors under our 2000 Stock Incentive Plan. These transactions were exempt from the registration requirements of the Securities Act in reliance on Rule 701 promulgated under the Securities Act as transactions pursuant to a compensatory benefit plan.

Item 11. Description of Registrant’s Securities to Be Registered.

The following summary is a description of the material terms of our Class A common stock. We have filed our Restated Certificate of Incorporation and Bylaws as exhibits to the registration statement, and the description below is qualified by reference to such exhibits.

Description of Our Class A Common Stock

Our authorized capital stock consists of 900,000,000 shares of Class A common stock, par value $0.01 per share, 150,000,000 shares of Class B common stock, par value $0.01 per share, and 75,000,000 shares of preferred stock, par value $0.01 per share. Only our Class A common stock will be registered.

As of May 11, 2006, there are 143,194,992 shares of Class A common stock outstanding, with approximately 330 holders of record, and 54,886,500 shares of Class B common stock outstanding, with three holders of record. There are also outstanding warrants exercisable for 3,172,110 shares of Class A common stock and outstanding options exercisable for an aggregate of 5,614,573 shares of Class A common stock and 1,375,000 shares of Class B common stock. No preferred stock is currently outstanding.

Dividend Rights

Holders of our Class A and Class B common stock are entitled to receive dividends at such times and in such amounts as may be determined by our Board of Directors and declared out of any legally available funds. Any dividends declared by the Board of Directors, whether payable in cash, property or shares of our capital stock, will be paid equally, on a per share basis, to holders of Class A common stock and Class B common stock.

We have not paid any dividends since our inception and do not expect or intend to pay dividends on our common stock in the foreseeable future. Our Board of Directors may, at its discretion, modify or repeal our dividend policy. Future dividends, if any, with respect to shares of our common stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our Board of Directors deems relevant.

Voting Rights

Holders of Class A common stock are entitled to one vote for each share of Class A common stock held of record on the applicable record date, and holders of Class B common stock are entitled to ten votes for each share of Class B common stock held of record on the applicable record date, on each matter submitted to a vote of our stockholders. Holders of Class A common stock and Class B common stock vote together as a single class of common stock on each matter submitted to a vote of our stockholders. Our charter and bylaws do not provide for cumulative voting in the election of directors.

In general, corporate action to be taken by stockholder vote will be authorized by a majority of the votes cast by stockholders entitled to vote and present in person or by proxy at the meeting. Directors, however, are elected at each annual meeting by a plurality of the votes cast by stockholders entitled to vote and present in person or by proxy at the meeting. The stockholders may also take action without a meeting, and without a vote, if the holders of outstanding stock with the minimum number of votes that would be required to take the action at a meeting at which all shares entitled to vote were present and voting, consent to the action in writing and deliver it to the Company.

We do not have a classified board. Thus, each of our directors is up for reelection at each annual meeting of stockholders.

Conversion Rights of Class B common stock

Optional Conversion. The Class B common stock is convertible at any time at the option of its holders into shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock.

Automatic Conversion. The Class B common stock will be automatically converted into shares of Class A common stock if the Class B common shares are voluntarily or involuntarily sold, assigned, pledged, encumbered, or otherwise transferred to anyone other than the following persons or entities: (1) Eagle River, (2) Craig O. McCaw, (3) William H. Gates III, (4) Cascade Investment, L.L.C., (5) any affiliate of Eagle River, (6) any person or entity that has executed a valid, irrevocable written proxy in favor of Eagle River (covering the Class B common stock for as long as such person or entity owns the shares of Class B common stock), or (7) in the event of a pledge by the holder, a lender, financing, or investment banking firm (as pledgees) as long as the pledgee acknowledges in writing that the shares are subject to automatic conversion upon foreclosure or other action to sell the shares.

Restrictions on Transfer of Stock

Our Class A common stock has not been registered under the Securities Act. Until it is registered, our Class A common stock may not be offered or sold except pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

Other Rights of Class A Common Stock and Class B Common Stock

Liquidation. In the event the Company is liquidated, dissolved, or wound up, whether voluntarily or involuntary, our remaining assets, after payment in full to creditors and holders of any capital stock having preference over the common stock upon liquidation, dissolution, or winding up that may then be outstanding, will be divided ratably and without regard to class among the holders of Class A common stock and Class B common stock.

Reorganization, Recapitalization, or Asset Sale. In the case of any consolidation, merger, recapitalization, reorganization or sale of all or substantially all of the Company’s assets, each holder of Class A common stock will receive the same amount of consideration per share, and each holder of Class B

common stock will receive the same amount of consideration per share as the Class A common stockholders (as if the Class B common stock had been converted into Class A common stock). Notwithstanding the foregoing, if all or part of the consideration payable in respect of shares of Class A common stock and Class B common stock consists of securities, the securities issued to the holders of Class A common stock and Class B common stock will be identical in all respects, except that the disproportionate voting power of the Class B common stock (i.e., each share of Class B common stock is entitled to ten votes per share versus one vote per share for the Class A common stock) and the conversion rights of the Class B common stock may be incorporated into the terms of the securities issued to the holders of the Class B common stock.

Other Characteristics. Except as set forth in agreements between us and holders of our Class A and Class B common stock described in this registration statement, holders of Class A common stock and Class B common stock do not have any preemptive, conversion or other subscription rights with respect to any additional shares of common stock which may be issued. Therefore, our Board of Directors may authorize the issuance and sale of shares of our common stock without first offering them to our existing stockholders. No class of common stock is subject to any redemption or sinking fund provisions.

Outstanding Warrants to Purchase Our Class A Common Stock.

Warrants to purchase a total of 3,172,110 shares of our Class A common stock are outstanding, with an exercise price of $0.01 per share and expiring on December 12, 2012. Each warrant contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of stock dividends, stock splits, reclassifications or certain consolidations, mergers or reorganizations. Warrants to purchase a total of 18.8 million shares of Class A common stock, with an exercise price of $30 per share, and warrants to purchase a total of 30 million shares of Class A common stock, with an exercise price of $45 per share, will expire on August 2, 2006.

Delaware Anti-Takeover Law and Certain Charter and Bylaw Provisions

Certain additional provisions of Delaware law and our Restated Certificate of Incorporation and Bylaws could make more difficult the acquisition of our company by means of a tender offer or a proxy contest. These provisions may discourage certain types of coercive takeover practices and inadequate takeover bids and encourage persons seeking to acquire control of our company to first negotiate with our company. We believe that the benefits of increased protection of our company’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.

Our Restated Certificate of Incorporation provides that we will take all necessary and appropriate action to protect the voting, dividend, conversion, liquidation and merger/consolidation/asset sale rights described above and will not avoid or seek to avoid the observance or performance of those rights by charter amendment, entry into an inconsistent agreement or reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution or issuance or sale of securities.

We have elected not to be governed by Section 203 of the Delaware General Corporation Law regulating corporate takeovers which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with an “interested stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder.

Section 203 of the DGCL defines “business combination” to include: (i) any merger or consolidation involving the corporation and the interested stockholder; (ii) any sale, transfer, pledge or other disposition to or with the interested stockholder of 10% or more of the aggregate market value of either the

consolidated assets or the outstanding stock of the corporation; (iii) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (iv) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (v) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

Item 12. Indemnification of Directors and Officers.

We are a Delaware corporation. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145 further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Additionally, Section 145 provides that indemnification provided by, or granted pursuant to, that section, known as “permissive indemnification,” shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 145 further provides that, to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in its permissive indemnification provisions, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Our Certificate of Incorporation provides that the Company shall indemnify any person that it has the power to indemnify under Section 145 to the fullest extent permitted by that Section, as it may be amended or supplemented from time to time. Our Certificate of Incorporation also provides that the Company shall, in the case of directors, and may, in the case of officers, pay the expenses (including attorneys’ fees) incurred in defending a civil or criminal proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Company.

In any suit brought against us to enforce these indemnification rights, it shall be a defense that the person seeking indemnification has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.

As authorized by Section 102(b)(7) of the Delaware General Corporation Law, our Certificate of Incorporation provides that a director of ICO shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the Company or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, under Section 174 of the Delaware General Corporation Law (which relates to liability of directors for unlawful dividend payments or unlawful stock purchases or redemptions), or for any transaction from which the director derived an improper personal benefit. This provision, in effect, eliminates the rights of the Company and its stockholders (through derivative suits on the Company’s behalf) to recover monetary damages from a director for breach of his or her fiduciary duty of care as a director, except in the situations described. In addition, the Certificate of Incorporation does not alter the liability of directors under U.S. federal securities laws, and does not limit or eliminate the rights of the Company or any stockholder to seek non-monetary relief, such as an injunction or rescission, for a breach of a director’s duty of care.

We maintain a policy of directors and officers insurance in the amount of $50,000,000, with a retention amount of $200,000 per incident for securities claims and $100,000 per incident for all other claims. The policy also contains coverage for employee practices claims.

Under an indemnification agreement between the Company and Eagle River, we are required to indemnify, defend, and hold harmless Eagle River, its affiliates, and their respective members, directors, officers, agents, employees and controlling persons against claims, liabilities, losses, damages and fees and expenses incurred resulting from, or in connection with, the fact that such entity or person is or was a shareholder, director, officer, or employee of the Company or any of its subsidiaries, or based on an alleged breach of his or her fiduciary duty as a director or officer of the Company or any of its subsidiaries. The indemnification obligation is subject to certain exceptions, including losses and damages incurred through certain violations of the U.S. securities laws and damages caused by acts that a court determines to be a breach of fiduciary duties, gross negligence, or willful misconduct. We agreed to advance reasonable costs and expenses incurred for defending any claim upon receipt of an undertaking to repay the advanced amounts if it is ultimately determined the indemnitee was not entitled to indemnification under the agreement.

Under an indemnification agreement with Cascade Investment, we are similarly required to indemnify Cascade Investment, its affiliates (including Mente, LLC), and their respective members, directors, officers, agents, employees and controlling persons.

We are also a party to an indemnification agreement with CDR-Satco, Clayton, Dubilier & Rice, Inc. (“CD&R”) and The Clayton, Dubilier & Rice Fund VI Limited Partnership, which obligates us to indemnify, defend, and hold harmless each of those entities and their respective directors, officers, partners, members, employees, agents and controlling persons under the same general terms as the indemnification agreement with Eagle River, other than the addition of an obligation to indemnify for any

claims arising out of or based upon the provision by CD&R of any consulting services (except to the extent a court finds that any of the indemnitees acted with gross negligence or intentional misconduct).

Item 13. Financial Statements and Supplementary Data.

The financial statements required to be included in this registration statement appear at the end of the registration statement beginning on page F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The financial statements and financial statement schedule included as part of this registration statement are listed on page F-1.

(b) Exhibits

The following exhibits are filed as part of this registration statement:

3.1		Restated Certificate of Incorporation of ICO
3.2		Restated Bylaws of ICO
4.1		Form of Certificate representing ICO Class A common stock
4.2		Indenture, dated August 15, 2005, among ICO North America, its subsidiaries and The Bank of New York, as trustee
4.3		Form of ICO North America 7.5% Convertible Senior Secured Note due 2009 (included in Exhibit 4.2)
4.4		First Supplemental Indenture, dated November 30, 2005, among ICO North America, its subsidiaries and The Bank of New York, as trustee
10.1*		Space Segment Contract, dated November 29, 2005, between ICO Satellite Management LLC and Space Systems/Loral, Inc.
10.2*		Launch Services Contract, dated March 10, 2006, between ICO Satellite Services G.P. and Lockheed Martin Commercial Launch Services, Inc.
10.3		Advisory Services Agreement, dated November 11, 2005, between ICO and Eagle River, Inc.
10.4		Restricted Stock Grant Agreement, effective November 11, 2005, between ICO and Eagle River Investments, LLC
10.5		Registration Rights Agreement, dated April 29, 2000, between New Satco Holdings, Inc. and Eagle River Investments, LLC
10.6		Registration Rights Agreement, dated July 26, 2000, between ICO-Teledesic Global Limited and CDR-Satco, LLC
10.7		Registration Rights Agreement, dated July 17, 2000, between ICO-Teledesic Global Limited and Cascade Investment, L.L.C.
10.8		Warrant Agreement, dated December 12, 2002, between ICO and Eagle River Investments, LLC
10.9		Registration Rights Agreement, dated December 12, 2002, between ICO and Eagle River Investments, LLC

10.10		Assignment of Warrants, dated December 19, 2003, among ICO, The Boeing Company and Teledesic LLC
10.11		Registration Rights Agreement, dated December 12, 2002, between ICO and Teledesic LLC
10.12		Registration Rights Agreement, dated July 2002, between ICO and CCI International N.V.
10.13		Registration Rights Agreement, dated October 2, 2002, between ICO and Ellipso Private Holdings, Inc.
10.14		Indemnification Agreement, dated August 11, 2000, between ICO-Teledesic Global Limited and Eagle River Investments, LLC
10.15		Indemnification Agreement, dated July 26, 2000, among ICO-Teledesic Global Limited, CDR-Satco, L.L.C., Clayton, Dubilier & Rice, Inc. and The Clayton, Dubilier & Rice Fund VI Limited Partnership
10.16		Indemnification Agreement, dated July 17, 2000, between ICO-Teledesic Global Limited and Cascade Investment, LLC
10.17		Pledge Agreement, dated as of August 15, 2005, between ICO and The Bank of New York, as collateral agent
10.18		Security and Pledge Agreement, dated as of August 15, 2005, among ICO North America, ICO Satellite Management LLC, ICO Satellite Services GP, ICO Global Communications (Canada) Inc. and The Bank of New York, as collateral agent
10.19		Collateral Trust Agreement, dated as of August 15, 2005, among ICO, ICO North America, the guarantors and lenders party thereto and The Bank of New York, as collateral agent and indenture trustee
10.20+		Amended and Restated ICO 2000 Stock Incentive Plan
10.21+		Form of Class A Common Stock Option Agreement under ICO 2000 Stock Incentive Plan
10.22+		Form of Class B Common Stock Option Agreement under ICO 2000 Stock Incentive Plan
10.23+		Form of Restricted Stock Agreement under ICO 2000 Stock Incentive Plan
10.24+		ICO-Teledesic Global Limited 2000 Stock Incentive Plan
10.25+		ICO Global Communications (Holdings) Limited Stock Option Letter Agreement with Craig Jorgens dated August 8, 2002
10.26+		ICO Global Communications (Holdings) Limited Stock Option Letter Agreement with Craig Jorgens dated August 8, 2002
10.27+		Board Compensation Policy
10.28+		Employment Letter Agreement, effective November 1, 2005, between ICO and J. Timothy Bryan
10.29+		Employment Agreement, dated June 1, 2002, between ICO Satellite Services GP and David Bagley
10.30+		Employment Agreement, dated September 1, 2002, between ICO Satellite Services GP and Suzanne Hutchings Malloy
10.31+		Employment Agreement, dated July 22, 2002, between ICO Satellite Services GP and Dennis Schmitt
10.32+		Employment Agreement, dated June 23, 2000, between ICO Satellite Services GP and Robert Day

10.33+		Services Agreement, as amended, between ICO and Dennis Schmitt
10.34+		Employment Letter Agreement, dated December 16, 2005, between ICO Satellite Services GP and David Zufall
10.35+		Consulting Services Agreement, dated March 1, 2006, between ICO and R. Gerard Salemme
10.36+		Employment Letter Agreement, effective April 1, 2006, between ICO and Donna P. Alderman
10.37+		Employment Letter Agreement, dated April 19, 2006, between ICO and Craig Jorgens
10.38+		Employment Letter Agreement, dated April 19, 2006, between ICO and John Flynn
21.1		List of Subsidiaries

+ Management contract or compensatory plan or arrangement.

* Confidential treatment has been requested for portions of this document.

Index to Consolidated Financial Statements and Schedules

		Page
Reports of Independent Registered Public Accounting Firms		F-2
Consolidated Balance Sheets		F-5
Consolidated Statements of Operations		F-6
Consolidated Statements of Comprehensive Income (Loss)		F-7
Consolidated Statements of Cash Flows		F-8
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets)		F-10
Notes to Consolidated Financial Statements		F-12
Schedule I—Condensed Financial Information of Registrant		F-30

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ICO Global Communications (Holdings) Limited and Subsidiaries
Kirkland, Washington

We have audited the accompanying consolidated balance sheets of ICO Global Communications (Holdings) Limited and subsidiaries (a development stage enterprise) (the ”Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity (deficiency in assets), statements of comprehensive loss, and cash flows for each of the three years in the period ended December 31, 2005, and the period from February 9, 2000 (inception) to December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. The Company’s financial statements as of and for the period from February 9, 2000 (inception) through December 31, 2002, were audited by other auditors whose report dated May 15, 2006, expressed an unqualified opinion on those statements. The financial statements for the period from February 9, 2000 (inception) through December 31, 2002, reflect a net loss of $756,209,000 of the related total for the period from February 9, 2000 (inception) through December 31, 2005. The other auditors’ report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the reports of such other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, and the period from February 9, 2000 (inception) to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

The Company is in the development stage as of December 31, 2005. As discussed in Note 2 to the financial statements, successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate

F- 2

financing to fulfill its development activities, and achieving a level of sales adequate to support the Company’s cost structure.

/s/ DELOITTE & TOUCHE LLP

Seattle, Washington

May 15, 2006

F- 3

Report of Independent Registered Public Accountants

To the Board of Directors and Stockholders
of ICO Global Communications (Holdings) Limited and Subsidiaries:

In our opinion, the accompanying consolidated statements of operations, of changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of ICO Global Communications (Holdings) Limited and its subsidiaries (a development stage enterprise) (the “Company”) and the results of their operations and their cash flows cumulatively, for the period from February 9, 2000 (date of inception) to December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion dated November 21, 2003 on the consolidated financial statements referred to above, we included a paragraph of emphasis describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern through November 21, 2004. We have removed this paragraph from our report as this date has passed.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington
November 21, 2003, except for the second paragraph above as to which the date is May 15, 2006

F- 4

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Balance Sheets

(In thousands, except share data)

	December 31,				December 31,
	2005				2004
ASSETS
Current assets:
Cash and cash equivalents		$	175,510			$	52,551
Restricted cash		1,650				—
Available-for-sale investments		296,163				—
Restricted investments		48,707				—
Prepaid expenses and other current assets		2,002				1,945
Total current assets		524,032				54,496
Property in service-net of accumulated depreciation of $32		323				—
Satellite under construction		117,068				—
Restricted investments		46,226				—
Debt issuance costs-net of accumulated amortization of $2,432		27,126				—
Other assets		—				464
Total		$	714,775			$	54,960
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)
Current liabilities:
Accounts payable		$	1,084			$	179
Accrued payroll		1,055				668
Accrued satellite construction payable		27,595				—
Accrued expenses		17,808				22,799
Accrued interest		25,950				23,596
Income tax payable		1,240				526
Current portion of capital lease obligations		9,623				24,559
Total current liabilities		84,355				72,327
Capital lease obligations, less current portion		7,568				43,933
Convertible long-term debt		650,000				—
Total liabilities		741,923				116,260
Commitments and contingencies (Note 8)
Stockholders’ equity (deficiency in assets):
Preferred stock, $.01 par value, 75,000,000 shares authorized, no shares issued or outstanding		—				—
Class A common stock, $.01 par value, 900,000,000 shares authorized, 200,203,884 and 196,775,994 shares issued and outstanding		2,002				1,968
Class B convertible common stock, $.01 par value, 150,000,000 shares authorized, 86,849,882 shares issued and outstanding		868				868
Additional paid-in capital		2,699,856				2,697,502
Treasury stock, 57,968,892 shares of Class A common stock and 31,003,382 shares of Class B common stock		(877,489		)		(877,489		)
Deferred stock-based compensation		(2,063		)		—
Accumulated other comprehensive income		9,127				8,706
Deficit accumulated during the development stage		(1,859,449		)		(1,892,855		)
Total stockholders’ equity (deficiency in assets)		(27,148		)		(61,300		)
Total		$	714,775			$	54,960

The accompanying notes are an integral part of these consolidated financial statements.

F- 5

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Operations

(In thousands, except share and per share data)

										February 9, 2000
										(inception) to
										December 31, 2005
	Year ended December 31,									(development
	2005			2004			2003			stage period)
Operating expenses:
General and administrative	$	27,850		$	28,011		$	52,492			$	539,508
Research and development	570			—			—				62,727
Contract settlements	(74,955		)	—			—				(74,955		)
(Gain) loss on disposal of assets	(2,030		)	—			—				11,108
Impairment of property under construction	—			865,191			165,417				1,438,304
Operating income (loss)	48,565			(893,202		)	(217,909		)		(1,976,692		)
Interest income	9,503			1,413			2,119				102,074
Interest expense	(23,953		)	(10,500		)	(17,971		)		(106,587		)
Other income (expense)	76			220			(1,430		)		2,872
Income (loss) before income taxes	34,191			(902,069		)	(235,191		)		(1,978,333		)
Income tax benefit (expense)	(785		)	(429		)	1,043				120,828
Net income (loss) before cumulative effect of a change in accounting principle	33,406			(902,498		)	(234,148		)		(1,857,505		)
Cumulative effect of a change in accounting principle	—			—			—				(1,944		)
Net income (loss)	$	33,406		$	(902,498	)	$	(234,148	)		$	(1,859,449	)
Basic income (loss) per share:
Income (loss) before cumulative effect of change in accounting principle	$	0.17		$	(4.64	)	$	(1.20	)		$	(9.69	)
Cumulative effect of change in accounting principle	—			—			—				(0.01		)
Basic income (loss) per share	$	0.17		$	(4.64	)	$	(1.20	)		$	(9.70	)
Diluted income (loss) per share:
Income (loss) before cumulative effect of change in accounting principle	$	0.17		$	(4.64	)	$	(1.20	)		$	(9.69	)
Cumulative effect of change in accounting principle	—			—			—				(0.01		)
Diluted income (loss) per share	$	0.17		$	(4.64	)	$	(1.20	)		$	(9.70	)
Weighted average shares outstanding used to compute basic income (loss) per share	194,889,804			194,653,602			194,653,602				191,699,277
Weighted average shares outstanding used to compute diluted income (loss) per share	200,077,147			194,653,602			194,653,602				191,699,277

The accompanying notes are an integral part of these consolidated financial statements.

F- 6

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

										February 9, 2000
										(inception) to
										December 31, 2005
	Year ended December 31,									(development
	2005			2004			2003			stage period)
Net income (loss)	$	33,406		$	(902,498	)	$	(234,148	)		$	(1,859,449	)
Other comprehensive income (loss):
Unrealized gain (loss) on investments, net of tax	(75		)	(178		)	326				(75		)
Cumulative translation adjustments	496			720			35,288				9,202
Comprehensive income (loss)	$	33,827		$	(901,956	)	$	(198,534	)		$	(1,850,322	)

The accompanying notes are an integral part of these consolidated financial statements.

F- 7

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

(In thousands)

										February 9, 2000
										(inception) to
										December 31, 2005
	Year ended December 31,									(development
	2005			2004			2003			stage period)
Operating activities:
Net income (loss)	$	33,406		$	(902,498	)	$	(234,148	)		$	(1,859,449	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	307			—			—				19,635
Depreciation	32			—			355				3,311
Amortization of debt issuance costs	2,432			—			—				2,432
Unrealized foreign exchange gain (loss)	(2,673		)	70			(1,348		)		(4,387		)
(Gain) loss on disposal of assets	(2,030		)	—			—				11,108
Impairment of property under construction	—			865,191			165,417				1,438,304
Gain on contract settlements	(74,955		)	—			—				(74,955		)
Gain on Nextel share-pledge derivative	—			—			—				(9,168		)
Deferred tax credit	—			—			—				(121,928		)
Other than temporary loss on marketable securities available for sale	—			—			—				689
Amortization of capitalized SAN operator incentive	—			—			—				2,593
Cost of issuance of shares to distribution partners	—			—			—				37,440
Other	—			(75		)	(600		)		30,573
Changes in:
Prepaid expenses and other current assets	486			9,995			14,442				48,213
Accrued interest income	(4,319		)	—			—				(4,319		)
Accounts payable	908			(2,492		)	(336		)		142
Accrued interest payable	21,288			5,050			13,652				77,631
Accrued payroll and other accrued expenses	2,269			(3,551		)	(380		)		57,889
Net cash used in operating activities	(22,849		)	(28,310		)	(42,946		)		(344,246		)
Investing activities:
Proceeds from launch insurance	—			—			—				225,000
Debtor in possession advance in relation to Old ICO	—			—			—				(275,000		)
Acquisition of net assets of Old ICO	—			—			—				(117,590		)
Cash received from Old ICO at acquisition	—			—			—				107,436
Restricted cash	(1,650		)	1,673			617				(6,724		)
Purchases of satellite under construction	(88,245		)	—			—				(88,245		)
Purchases of property under construction	—			—			(7,632		)		(497,890		)
Purchases of property in service	(357		)	—			—				(1,830		)
Investments in unconsolidated subsidiaries	—			—			—				(2,373		)
Purchases of available-for-sale investments	(336,342		)	—			(313		)		(3,194,621		)
Maturities and sales of available-for-sale investments	43,073			450			40,274				2,901,800
Purchases of restricted investments	(93,583		)	—			—				(93,583		)
Proceeds from contract amendments	—			—			44,434				44,434
Proceeds from sale of assets	30			1,944			—				12,098
Net cash provided by (used in) investing activities	(477,074		)	4,067			77,380				(987,088		)
Financing activities:
Net proceeds from issuance of common stock	18			—			—				597,875
Proceeds from issuance of convertible notes	650,000			—			—				650,000
Debt issuance costs	(29,558		)	—			—				(29,558		)
Advances from affiliates	—			—			—				324,395
Repayment of advances from affiliates	—			—			—				(324,395		)
Repayment of note payable to Eagle River	—			(37,500		)	—				(37,500		)
Repayment of operator financing	—			—			—				(5,727		)
Proceeds from pledge of Nextel shares	—			—			—				351,600
Net proceeds from loan from Teledesic LLC	—			—			—				20,000
Acquisition of ICO shares from minority interest stockholder	—			—			—				(30,868		)
Net cash provided by (used in) financing activities	620,460			(37,500		)	—				1,515,822
Effect of foreign exchange rate changes	2,422			11,359			3,603				(8,978		)
Net increase (decrease) in cash and cash equivalents	122,959			(50,384		)	38,037				175,510
Cash and cash equivalents—beginning of period	52,551			102,935			64,898				—
Cash and cash equivalents—end of period	$	175,510		$	52,551		$	102,935			$	175,510

F- 8

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows (Continued)

(In thousands, except share data)

							February 9, 2000
							(inception) to
							December 31, 2005
	Year ended December 31,						(development
	2005		2004		2003		stage period)
Supplemental disclosure:
Income taxes paid	$	101	$	375	$	203		$	7,288
Interest paid	—		5,375		—			52,902
Supplemental disclosure of non-cash activities:
Issuance of Class A common shares in respect of investment in Ellipso, Inc.	—		—		—			6,863
Issuance of Class B common shares in respect of investment in Ellipso, Inc.	—		—		—			74
Issuance of Class A common shares in respect of investment in Constellation Communications Holdings, Inc.	—		—		—			904
Amounts due under satellite construction contract	27,595		—		—			27,595
Equipment acquired in capital lease agreements	—		—		—			42,096
Issuance of warrants for the repayment of debt	—		—		—			4,950
The following securities of ICO arose from the acquisition of Old ICO’s net assets:
93,700,041 Class A common shares and options to acquire Class A common shares issued	—		—		—			679,873
31,003,382 Class B common shares issued	—		—		—			275,000
1,600,000 Class A common shares issued to distribution partners	—		—		—			16,720
200,000 Class A common shares committed to distribution partners	—		—		—			2,090
50,000,000 warrants issued to acquire Class A common shares	—		—		—			180,000

The accompanying notes are an integral part of these consolidated financial statements.

F- 9

ICO Global Communcations (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets)

(In thousands, except share data)

																								Deficit				Total
										Additional							Deferred			Accumulated other				accumulated during the				stockholders’ equity
	Common stock									paid-in capital				Treasury stock			stock-based compensation			comprehensive income (loss)				development stage				(deficiency in assets)
	Class A shares			Class B shares			Amount			paid-in capital				Treasury stock			stock-based compensation			comprehensive income (loss)				development stage				(deficiency in assets)
Balance at inception, February 9, 2000		—			—			$	—		$	—		$	—			$	—		$	—			$	—			$	—
Issuance of Class B common stock for shares of Nextel Communications, Inc.		—			36,345,786			363			401,152			—				—			—				—				401,515
Deferred tax liability associated with Nextel Communications, Inc. share contribution		—			—			—			(124,420		)	—				—			—				—				(124,420		)
Initial issuance of Class A common stock for cash		222			—			1			—			—				—			—				—				1
Issuance of securities to acquire assets of Old ICO:
Issuance of Class A common stock		160,000,040			—			1,600			1,372,813			—				—			—				—				1,374,413
Issuance of Class B common stock		—			31,003,382			310			274,690			—				—			—				—				275,000
Issuance of Class A common stock to distribution partners		1,550,000			—			16			16,181			—				—			—				—				16,197
Issuance of warrants		—			—			—			180,000			—				—			—				—				180,000
Issuance of Class A common stock and options		24,920,353			—			249			267,712			—				—			—				—				267,961
Issuance of Class B common stock and options		—			19,454,214			195			208,990			—				—			—				—				209,185
Cost of issuance of common stock		—			—			—			(3,211		)	—				—			—				—				(3,211		)
Stock-based compensation		69,750			—			1			749			—				—			—				—				750
Other compensation		—			—			—			18,436			—				—			—				—				18,436
Other comprehensive loss		—			—			—			—			—				—			(26,326		)		—				(26,326		)
Net loss		—			—			—			—			—				—			—				(118,794		)		(118,794		)
Treasury stock		(57,968,892	)		(31,003,382	)		—			—			(877,489		)		—			—				—				(877,489		)
Balance, December 31, 2000		128,571,473			55,800,000			2,735			2,613,092			(877,489		)		—			(26,326		)		(118,794		)		1,593,218
Issuance of Class A common stock and options to acquire Ellipso Class A common stock		492,611			—			5			3,833			—				—			—				—				3,838
Issuance of securities to acquire assets of Old ICO:
Issuance of Class A common stock to Old ICO creditors		700,000			—			7			5,453			—				—			—				—				5,460
Issuance of Class A common stock to distributors and SAN operators		6,750,000			—			68			52,715			—				—			—				—				52,783
Issuance of Class A common stock		138,218			—			1			1,507			—				—			—				—				1,508
Cost of issuance of common stock		—			—			—			(176		)	—				—			—				—				(176		)
Other comprehensive loss		—			—			—			—			—				—			(8,036		)						(8,036		)
Net loss		—			—			—			—			—				—			—				(225,900		)		(225,900		)
Balance, December 31, 2001		136,652,302			55,800,000			$	2,816		$	2,676,424		$	(877,489	)		$	—		$	(34,362	)		$	(344,694	)		$	1,422,695

F- 10

ICO Global Communcations (Holdings) Limited
(A Development Stage Enterprise)

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets) (Continued)

(In thousands, except share data)

																							Deficit				Total
								Additional							Deferred				Accumulated other				accumulated during the				stockholder’s equity
	Common stock							paid-in capital				Treasury stock			stock-based compensation				comprehensive income (loss)				development stage				(deficiency in assets)
	Class A shares		Class B shares		Amount			paid-in capital				Treasury stock			stock-based compensation				comprehensive income (loss)				development stage				(deficiency in assets)
Balance, December 31, 2001		136,652,302		55,800,000		$	2,816		$	2,676,424		$	(877,489	)		$	—			$	(34,362	)		$	(344,694	)		$	1,422,695
Issuance of Class A common stock to acquire CCI Series A preferred stock and common stock		583,253		—		5			899			—				—				—				—				904
Issuance of Class A and Class B common stock to acquire Ellipso Series A preferred stock and common stock		1,571,547		46,500		15			2,574			—				—				—				—				2,589
Issuance of warrants to refinance debt		—		—		—			4,950			—				—				—				—				4,950
Settlement of Teledesic note payable		—		—		—			12,514			—				—				—				—				12,514
Stock-based compensation		—		—		—			141			—				—				—				—				141
Other comprehensive income		—		—		—			—			—				—				6,912				—				6,912
Net loss		—		—		—			—			—				—				—				(411,515		)		(411,515		)
Balance, December 31, 2002		138,807,102		55,846,500		2,836			2,697,502			(877,489		)		—				(27,450		)		(756,209		)		1,039,190
Other comprehensive income		—		—		—			—			—				—				35,614				—				35,614
Net loss		—		—		—			—			—				—				—				(234,148		)		(234,148		)
Balance, December 31, 2003		138,807,102		55,846,500		2,836			2,697,502			(877,489		)		—				8,164				(990,357		)		840,656
Other comprehensive income		—		—		—			—			—				—				542				—				542
Net loss		—		—		—			—			—				—				—				(902,498		)		(902,498		)
Balance, December 31, 2004		138,807,102		55,846,500		2,836			2,697,502			(877,489		)		—				8,706				(1,892,855		)		(61,300		)
Issuance of Class A common stock		1,827,890		—		18			—			—				—				—				—				18
Issuance of restricted Class A common stock		600,000		—		6			2,364			—				(2,370		)		—				—				—
Issuance of restricted Class A common stock dividend		1,000,000		—		10			(10		)	—				—				—				—				—
Amortization of stock-based compensation		—		—		—			—			—				307				—				—				307
Other comprehensive income		—		—		—			—			—				—				421				—				421
Net income		—		—		—			—			—				—				—				33,406				33,406
Balance, December 31, 2005		142,234,992		55,846,500		$	2,870		$	2,699,856		$	(877,489	)		$	(2,063	)		$	9,127			$	(1,859,449	)		$	(27,148	)

The accompanying notes are an integral part of these consolidated financial statements.

F- 11

ICO Global Communications (Holdings) Limited
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

1. Organization and Business

ICO Global Communications (Holdings) Limited (“ICO”) is a next-generation mobile satellite service operator authorized to operate a medium earth orbit (“MEO”) satellite system globally outside the United States (with the exception of two Middle Eastern countries) pursuant to regulations promulgated by the United Kingdom and, through its wholly-owned subsidiary, ICO North America, Inc. (“ICO North America”), authorized by the Federal Communications Commission (“FCC”) to offer ubiquitous mobile satellite services (“MSS”) throughout the United States using a geostationary earth orbit (“GEO”) satellite.

ICO was incorporated in the state of Delaware in 2000 to purchase the assets and assume certain liabilities of ICO Global Communications (Holdings) Limited (“Old ICO”), a Bermuda corporation, on its emergence from Chapter 11 bankruptcy. ICO subsequently merged with ICO Global Limited (“IGL”), a holding company which was formed on February 9, 2000, effective November 28, 2001. ICO and IGL were under the common control of Eagle River Investments LLC (“Eagle River”) prior to their merger. Accounting principles generally accepted in the United States of America require the merger of entities under common control to be accounted for in a manner similar to pooling-of-interests accounting. The assets, liabilities and stockholders’ equity (deficiency in assets) for IGL and ICO were recorded at historical cost as of the effective date of the transaction. The consolidated financial statements include the accounts of ICO, a development stage enterprise, and its subsidiaries (collectively referred to as the “Company”). The consolidated statements of operations, of comprehensive income (loss), of cash flows and of changes in stockholders’ equity (deficiency in assets) have been prepared to include the activity for IGL and ICO from February 9, 2000, the date of inception of IGL, through December 31, 2005. As of December 31, 2005, Eagle River remains ICO’s controlling shareholder with an economic interest of approximately 34.4% and a voting interest of approximately 68.9%.

Following the purchase of assets and assumption of certain liabilities of Old ICO on its emergence from bankruptcy, the Company established a new management team who oversaw the construction of the MEO satellites and ground systems and developed the technical plan for the MEO system. Following one launch failure in March of 2000, as well as disagreements with the manufacturer and launch manager of its MEO satellites, which disagreements are the subject of litigation commenced in 2004, the Company significantly curtailed construction activity on its MEO system. Despite curtailment of the Company’s previous MEO business plan, the Company continues to explore the development of a new MEO business plan outside of North America that would utilize both the Company’s physical and regulatory MEO satellite assets.

In order to address service coverage and economic limitations inherent to the MSS business plan, the Company devised and introduced to the FCC the concept of using MSS spectrum for ancillary terrestrial use. This concept would allow the Company full access to urban customers, overcoming signal blockage related to buildings or terrain, giving the Company greater flexibility to provide integrated satellite-terrestrial services.

In February 2003, the FCC issued an order establishing rules permitting MSS operators to seek authorization to integrate an ancillary terrestrial component (“ATC”) into their networks. Additionally, in May 2005, the FCC granted the Company’s request to modify its reservation of spectrum for the provision of MSS in the United States using a GEO satellite system rather than a MEO satellite system. The Company believes this modification will greatly improve the economic viability of its ICO North America

F- 12

business plan and proposed services. Finally, on December 8, 2005, the FCC increased the assignment to the Company of 2 GHz MSS spectrum from 8 MHz to 20 MHz, which is expected to allow the Company to provide more robust services.

The Company formed a new wholly-owned subsidiary, ICO North America, to develop an advanced hybrid mobile satellite service/ancillary terrestrial component system (“the MSS/ATC System”), using a GEO satellite, designed to provide voice, data and Internet service throughout the United States to handsets similar to existing cellular phones. In August 2005, ICO North America issued $650 million aggregate principal amount of convertible notes (the “Notes”) to fund the development of the MSS/ATC System, and, in February 2006, it sold 323,000 shares of Class A common stock and stock options to purchase an additional 3,250,000 shares of Class A common stock to certain holders of its Notes.

2. Development Stage Enterprise

The Company is a development stage enterprise as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises, and will continue to be so until it commences commercial operations. The development stage is from February 9, 2000 (inception) through December 31, 2005 (see Note 1).

As the Company is not currently generating revenue from operations, there is no assurance that the Company will be able to obtain the funding necessary to complete the construction of the MSS/ATC System, fund its future working capital requirements, or achieve positive cash flow from operations. In the event that the Company is not able to realize its assets in the ordinary course of business, and is forced to realize the assets by divestment, there is no assurance that the carrying value of the assets could be recovered. The Company’s losses to date have been primarily funded by proceeds from the issuance of various forms of capital and the sale of convertible notes (see Note 7). Management plans to sustain operations with existing funds and through additional third-party equity or debt financing when necessary.

3. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation —The consolidated financial statements of the Company include the results of operations for the years ended December 31, 2005, 2004 and 2003 and the development stage period from February 9, 2000 (inception) to December 31, 2005. These consolidated financial statements include all of the assets, liabilities and results of operations of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated. All information in these financial statements is in U.S. dollars. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Segment Information —The Company operates in and reports on one segment (satellite telecommunications) based upon the provisions of Financial Accounting Standards Board (“FASB”) SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. All significant properties owned by the Company are located in the United States.

Risks and Uncertainties —The Company is subject to the risks and challenges of other companies in the development stage, including dependence on key individuals, successful development and marketing of its products and services, competition from substitute products and services, and larger companies with greater financial, technical and marketing resources.

Use of Estimates —The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are used when accounting for depreciation,

F- 13

taxes, contingencies, and asset useful lives, among others. Actual results could differ from those estimates. Estimates are evaluated on an ongoing basis.

Cash and Cash Equivalents —Cash and cash equivalents is defined as short-term highly liquid investments with original maturities from the date of purchase of 90 days or less. Cash and cash equivalents is comprised of the following (in thousands):

	December 31,
	2005	2004
Cash	$ 20,821	$ 7,185
Money market funds	7,877	45,366
Commercial paper	146,812	—
	$ 175,510	$ 52,551

Restricted Cash —As of December 31, 2005, the Company has restricted cash of $1.7 million related to a bond which is held pursuant to conditions of the Company’s FCC authorization to operate in the MSS spectrum.

Available-for-Sale Investments —The Company’s investments are primarily held in commercial paper, corporate bonds and notes and U.S. government and agency securities and are classified as available-for-sale and are reported at fair value based upon quoted market price. Investments generally mature between three and six months from the purchase date. The specific identification method is used to determine realized gains and losses on investments. Any temporary difference between cost and fair value of an investment is presented as a separate component of accumulated other comprehensive income (loss). Consistent with the guidance provided for in Emerging Issues Task Force Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, the Company evaluates its investments for other-than-temporary impairment. Since January 1, 2003, the Company has determined that it had no impairments of investments that were other-than-temporary.

Restricted Investments —The Company’s restricted investments consist of U.S. Treasury securities held as collateral for future interest payments related to the Company’s Notes (see Note 7). These investments are classified as held-to-maturity and are reported at amortized cost. Restricted investments with maturity dates during 2006 are classified as current and relate to interest payments due in 2006. Restricted investments with maturity dates in 2007 are classified as non-current and relate to interest payments due in 2007. Gross unrealized losses were $304,000 as of December 31, 2005. The Company did not have any restricted investments as of December 31, 2004.

Derivative Instruments —SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 137 and SFAS No. 138 and as interpreted by the Derivatives Implementation Group, was adopted by the Company effective as of January 1, 2001. SFAS No. 133 establishes the accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. SFAS No. 133 requires that an entity recognizes all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. SFAS No. 133 prescribes requirements for designation and documentation of hedging relationships and ongoing assessments of effectiveness in order to qualify for hedge accounting. The Company evaluates contracts for “embedded” derivatives, and considers whether any embedded derivatives have been bifurcated, or separated, from the host contracts in accordance with SFAS No. 133 requirements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities . SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities under SFAS No. 133. In particular, SFAS No. 149 clarifies under what circumstances a contract with an initial net

F- 14

investment meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies when a derivative contains a financing component, amends the definition of an “underlying” to conform it to the language used in FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Others—an interpretation of FASB Statements No. 5, 57 and 107 and rescission of FASB Interpretation No. 34 , and amends certain other existing pronouncements. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003.

The provisions of SFAS No. 149 that relate to guidance in SFAS No. 133 that have been effective for fiscal quarters which began prior to June 15, 2003 continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist are applied to both existing contracts, as well as new contracts entered into after June 30, 2003

Property in Service —Property in service, net of accumulated depreciation, consists of computer equipment, software and furniture and fixtures and is depreciated using the straight-line method based on estimated useful lives of three to five years.

Satellite Under Construction —Satellite under construction represents payments made and accrued for third-party construction and engineering costs incurred in the design, manufacture, test and launch of the MSS/ATC System. Satellite under construction will be classified as property in service when placed into service and will be depreciated using the straight-line method based on an anticipated useful life of ten to fifteen years. Only the costs of constructing successfully deployed satellites will be transferred to property in service. Losses resulting from any unsuccessful launches or satellite failures will be recognized as those events occur, and insurance proceeds, if any, related to such losses will be recorded when their realization becomes determinable. As of December 31, 2005 the Company had $117.1 million of satellite under construction related to the construction of the MSS/ATC System. The Company did not have any satellite under construction as of December 31, 2004.

Capitalized Interest —The Company capitalizes interest costs associated with the construction of the MSS/ATC System. Interest capitalized to property under construction for year ended December 31, 2005 was $1.2 million. No interest was capitalized in 2004.

Impairment of Long-Lived Assets —The Company has adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . Pursuant to SFAS No. 144, the carrying values of long-lived assets are reviewed whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Management considers whether specific events have occurred in determining whether long-lived assets are impaired at each balance sheet date or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The determination of whether impairment exists is based on any excess of the carrying value over the expected future cash flows. Any resulting impairment charge is measured based on the difference between the carrying value of the asset and its fair value, as estimated through expected future cash flows, discounted at a market rate of return for a similar investment. The Company recorded substantial impairments of property under construction for the years ended December 31, 2004 and 2003 (see Note 5).

Contract Settlements —The Company’s policy with respect to a contract in dispute is to continue to record operating expenses and liabilities according to its contractual obligation until such contract is terminated. Upon termination, and prior to settlement, the Company continues to accrue estimated late payment fees and interest expense, as applicable. Upon reaching settlement, whereby the other party’s claims are legally released, the Company will extinguish its recorded liability, resulting in the recognition of a gain or loss on contract settlement. The Company recorded substantial gains on contract settlements for the year ended December 31, 2005 (see Note 6).

F- 15

Debt Issuance Costs —Costs incurred in connection with the issuance of the Company’s Notes in 2005 have been capitalized and are included in debt issuance costs on the consolidated balance sheets. These costs are amortized using the effective interest method until August 2009, at which time the Notes become due. Amortization of debt issuance costs is included in interest expense on the consolidated statements of operations and totalled $2.4 million for the year ended December 31, 2005.

Fair Value of Financial Instruments —Financial instruments include cash and cash equivalents, available-for-sale investments, restricted investments, accounts payable, convertible notes and certain other accrued liabilities. The fair values of available-for-sale investments are assessed using current market quotations from major investment brokers. The carrying amounts of these available-for-sale investments are adjusted to fair value monthly. The fair value of convertible notes is based on available market prices. The carrying amounts of all other financial instruments are reasonable estimates of their fair values due to their short-term nature.

Revenue Recognition —The Company is a development stage enterprise and does not currently have any revenue from operations.

Stock-based Compensation —The Company has elected to apply the disclosure-only provisions of SFAS No. 123 , Accounting for Stock-Based Compensation. The Company applies Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its employee stock-based compensation plans. Had the Company accounted for its restricted stock and options under the fair value method consistent with the methodology of SFAS No. 123, the Company’s net income (loss) would have reflected the following pro-forma amounts (in thousands, except share and per share data):

	Year ended December 31,
	2005		2004		2003
Net income (loss), as reported	$ 33,406		$ (902,498	)	$ (234,148	)
Add: stock-based compensation expense recorded	307		—		—
Deduct: stock-based compensation expense determined under fair value based method for all awards	(817	)	(13	)	(1,020	)
Pro-forma net income (loss)	$ 32,896		$ (902,511	)	$ (235,168	)
Earnings (loss) per share:
Basic-as reported	$ 0.17		$ (4.64	)	$ (1.20	)
Basic-pro-forma	$ 0.17		$ (4.64	)	$ (1.20	)
Diluted-as reported	$ 0.17		$ (4.64	)	$ (1.20	)
Diluted-pro-forma	$ 0.16		$ (4.64	)	$ (1.20	)
Weighted average common shares outstanding:
Basic	194,889,804		194,653,602		194,653,602
Diluted	199,937,433		194,653,602		194,653,602

There were no options granted during the years ended December 31, 2004 and 2003. The weighted average fair value of options granted during the year ended December 31, 2005 was $2.26. The fair values were estimated using the Black Scholes Option Pricing Model with the following assumptions:

	Year ended December 31,
	2005
Risk free interest rate		4.52	%
Expected life		10 years
Dividend yield		0	%
Expected volatility		40	%

F- 16

Research and Development Cost —Research and development costs consisting of third-party engineering costs related to certain technology that was being considered for use in the MSS/ATC System are expensed as incurred.

Foreign Currency Translation and Foreign Currency Transactions —The reporting currency for the Company’s operations is U.S. dollars. The Company translates its activities during the period at the average exchange rate prevailing during the period. Assets and liabilities denominated in foreign currencies are restated at the exchange rates prevailing at the balance sheet date. Translation adjustments resulting from these processes are recognized as a component of accumulated other comprehensive income (loss). Gains and losses on foreign currency transactions are recognized as a component of other income (expense) in the consolidated statements of operations in the period in which they occur.

Income Taxes —The Company accounts for income taxes using the asset and liability method under SFAS No. 109, Accounting for Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded when it is more likely than not that the assets will not be realized.

Accumulated Other Comprehensive Income (Loss) —The Company’s accumulated other comprehensive income (loss) consists of unrealized gains and losses on available-for-sale investments, net of tax, and cumulative translation adjustments. Accumulated other comprehensive income as of December 31, 2005 consisted of cumulative translation adjustments of $9.2 million, less unrealized losses on available-for-sale investments of $75,000. Accumulated other comprehensive income as of December 31, 2004 consisted of cumulative translation adjustments of $8.7 million.

Earnings Per Share —Basic earnings per share is calculated based on the weighted average number of shares that were outstanding during the period. Diluted earnings per share is calculated by dividing income or loss allocable to common shareholders by the weighted average common shares outstanding plus dilutive potential common stock. Potential common stock includes unvested restricted stock, stock options and warrants, the dilutive effect of which is calculated using the treasury stock method. Prior to satisfaction of all conditions of vesting, unvested restricted stock is considered contingently issuable consistent with SFAS No. 128, Earnings per Share , and is excluded from weighted average common shares outstanding.

F- 17

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share data):

	Year ended December 31,
	2005		2004		2003
Net income (loss)	$ 33,406		$ (902,498	)	$ (234,148	)
Weighted average common shares outstanding	194,965,420		194,653,602		194,653,602
Less: unvested restricted stock	(75,616	)	—		—
Shares used for computation of basic earnings per share	194,889,804		194,653,602		194,653,602
Add: dilutive unvested restricted stock, stock options and warrants	5,187,343		—		—
Shares used for computation of diluted earnings per share(1)	200,077,147		194,653,602		194,653,602
Basic earnings (loss) per share	$ 0.17		$ (4.64	)	$ (1.20	)
Diluted earnings (loss) per share	$ 0.17		$ (4.64	)	$ (1.20	)

(1) The effect of certain stock options and warrants was anti-dilutive, and they were not included in the calculation of diluted earnings per share. Anti-dilutive options and warrants totalled 49,510,697, 110,695,697 and 110,865,697 as of December 31, 2005, 2004 and 2003, respectively.

Recently Issued Accounting Standards —In December 2004, the FASB issued SFAS No. 123R (revised 2004), Share-Based Payments . The statement is a revision of SFAS No. 123, Accounting for Stock Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees . The statement focuses primarily on accounting for transactions in which the Company obtains employee services in share-based payment transactions. This statement requires a company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company expects to adopt this statement using the modified prospective method in the first quarter of 2006, and it will have a material impact on its consolidated statements of operations. The Company has selected the Black Scholes Option Pricing Model for its valuation method.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections , which replaces APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted this statement in the first quarter of 2006 and the adoption did not have a material effect on our financial position, results of operations or cash flows.

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In November 2005, the FASB issued FASB Staff Position No. 115-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (“FSP No. 115-1”). FSP No. 115-1 amends SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and includes guidance for evaluating and recording impairment losses on debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. FSP No. 115-1 also requires an investment in debt or equity securities for which an other-than-temporary impairment occurs to be written down to its fair value, which becomes the new cost basis. FSP No. 115-1 is effective for fiscal years beginning after December 15, 2005. The Company will continue to evaluate the application of FSP No. 115-1; however, adoption is not expected to have a material effect on our financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. This statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities to simplify and make more consistent the accounting for certain financial instruments. This statement permits fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. This statement also allows a qualifying special purpose entity to hold a derivative financial instrument that pertains to a beneficial interest. SFAS No. 155 is effective for all financial instruments acquired or issued after December 31, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements for any interim period for that fiscal year. The Company does not expect the adoption of this statement to have an impact on our financial position, results of operations or cash flows.

Cumulative Effect of a Change in Accounting Principle —In 2001, in accordance with the transition provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , the Company recorded a cumulative effect of a change in accounting principle associated with a derivative share pledge agreement with a bank. The share pledge agreement contained a call-spread derivative whereby the pledge liability was adjusted when the fair value of the pledged shares was not within the call spread. The cumulative effect represents the initial valuation of this call-spread derivative and the revaluation of the associated pledge liability, net of tax. This derivative share pledge agreement was settled in March 2003.

Restatement —The Company determined, subsequent to issuance of the December 31, 2002 financial statements, that $407.7 million recorded during 2001 and 2002 should be classified as impairment of property under construction in operating expenses on the consolidated statements of operations rather than loss on disposal of assets in other income (expense) as it had been previously reported.

Reclassifications —Certain prior year amounts have been reclassified to conform to the current year presentation.

4. Available-for-Sale Investments

Available-for-sale investments are carried at fair value and generally mature or reset interest rates within six months from the purchase date. The Company includes any unrealized gains and losses on investments, net of tax, in stockholders’ equity (deficiency in assets) as a component of accumulated other comprehensive income (loss).

Individual securities with a fair value below the cost basis at December 31, 2005 were evaluated to determine if they were other-than-temporarily impaired. These securities were determined to be only temporarily impaired because the decline in value was related to changes in market interest rates and the

F- 19

Company has the ability and intent to hold these securities until they recover. No securities have been in a continuous loss position for 12 months or longer.

The amortized cost (including accrued interest), gross unrealized gains and losses and fair value of available-for-sale investments as of December 31, 2005 by major security type are as follows (in thousands):

		Gross		Gross
	Amortized	unrealized		unrealized			Fair
	cost	gains		losses			value
Commercial paper	$ 257,989		$ —		$ (63	)	$ 257,926
U.S. government and agency securities	26,006		—		(4	)	26,002
Corporate notes and bonds	12,243		—		(8	)	12,235
	$ 296,238		$ —		$ (75	)	$ 296,163

5. Impairment of Long-Lived Assets

Old ICO was established in 1995 to provide global, mobile communications services using a MEO satellite network that included several satellites and up to eleven satellite access nodes (“SAN”) located throughout the world. Following the Company’s purchase of assets and assumption of certain liabilities of Old ICO on its emergence from bankruptcy, the Company established a new management team who oversaw the construction of the MEO satellites and ground systems and developed the technical plan for the MEO system.

In 2003, as part of the Company’s continued effort to find alternative strategies to its original MEO business model and to reduce the cost of deploying its MEO system, the Company amended its satellite contract and simultaneously determined it did not need all of its SAN sites to economically deploy the MEO satellite network. As a result, certain property under construction related to the satellite launch services contract and property at certain SAN sites were written down to their fair value of $0, resulting in an impairment charge of $165.4 million which is included in impairment of property under construction in the consolidated statements of operations.

In December 2004, the Company’s Board of Directors determined to significantly curtail further construction on its global MEO satellite network. As a result of this decision, the remaining property under construction related to the MEO satellite network, which included the satellites and the remaining assets at various SAN sites, were written down to its fair value of $0, resulting in an impairment charge of $865.2 million which is included in impairment of property under construction in the consolidated statements of operations. Despite the curtailment of the Company’s previous MEO business plan, the Company continues to explore the development of a new MEO business plan outside of North America that would utilize both the Company’s physical and regulatory MEO satellite assets.

6. Satellite Access Node Agreements and Contract Settlements

As part of the ground infrastructure for its MEO satellite network, the Company established SANs in eleven countries throughout the world. One SAN is owned and operated by the Company. Prior to 2000, the Company entered into noncancellable agreements with ten vendors (“SAN Operators”) that own and operate the Company’s SAN sites in various locations around the world. All of the agreements provide for varying levels of support required to operate the SAN sites (“SAN Operating Agreements”). Additionally, certain of the agreements require the repayment of certain up-front infrastructure costs incurred on the Company’s behalf (“SAN Infrastructure Agreements”). Both the SAN Operating Agreements and the SAN Infrastructure Agreements initially expire in various years through 2010 and are payable in U.S. and non-U.S. currencies. The SAN Infrastructure Agreements represent capital leases payable with initial interest rates ranging from 8.5% to 20.0%.

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In 2002, due to a delay in the deployment of the MEO network, the Company attempted to enter into negotiations with the SAN Operators to defer certain of the payment obligations and reduce the service levels and associated expense of the SAN operational support. These negotiations were unsuccessful and did not result in any significant modifications to the agreements with the SAN Operators.

The Company continued to explore its strategic alternatives and, in 2003, determined that it only needed some, not all, of the SAN sites to economically deploy the MEO network. Additionally, the Company’s Board of Directors decided that the Company would no longer provide funding to its subsidiaries to pay the non-U.S. SAN Operators unless the Company received additional funding or the contracts with such operators were restructured to obtain a substantial cost savings. In December 2004, the Company’s Board of Directors determined to significantly curtail further construction on its global MEO satellite network, which further increased the likelihood that the SAN sites would not be utilized in a timely fashion in the contemplated MEO network. As a result of the Company’s decisions, seven of the ten SAN Operators terminated their agreements with the Company during 2004 and 2005 and discontinued providing the requisite level of services. The Company accrues operating expenses until the related agreement is terminated and the SAN Operator has ceased providing services. Certain of the terminated agreements were settled in exchange for a nominal level of consideration, including cash and the transfer of assets. Certain of the terminated agreements have not been settled and remain outstanding and potentially subject to litigation (see Note 8).

Subsequent to the date of termination, the Company has continued to accrue estimated late payment fees, if applicable, and the interest expense on the capital leases in effect pursuant to the SAN Infrastructure Agreements. Upon reaching settlement with the SAN Operator where the SAN Operator’s claims are legally released, the Company has written off the liability, resulting in the recognition of a gain on contract settlement. The following represents a summary of transactional activity with the various SAN Operators over the three years ended December 31, 2005 (in thousands):

	Year ended December 31,
	2005		2004		2003
Total SAN liability, beginning of period	$ 111,372		$ 95,016		$ 76,729
Expense recognized under SAN Operating Agreements	3,802		6,623		9,563
Interest expense related to SAN Infrastructure Agreements	4,564		9,946		8,797
Payments made to SAN Operators	(4,054	)	(762	)	(1,895	)
Gain recognized on SAN contract settlements	(74,955	)	—		—
Effect of changes in foreign currency exchange rates	(632	)	549		1,822
Total SAN liability, end of period	$ 40,097		$ 111,372		$ 95,016

The total SAN liability is comprised of the following amounts which are included in the following line items of the consolidated balance sheets (in thousands):

	December 31,
	2005	2004
Accrued expenses	$ 15,107	$ 19,284
Accrued interest	7,799	23,596
Current portion of capital lease obligations	9,623	24,559
Capital lease obligations, less current portion	7,568	43,933
	$ 40,097	$ 111,372

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7. Convertible Long-Term Debt

In August 2005, ICO North America completed the sale of $650 million of convertible notes due in August 2009. The Notes were sold to Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Rule 144A thereunder. As required by the indenture governing the Notes, ICO North America used $93.6 million of the net proceeds to purchase U.S. Treasury securities to provide for the payment, in full, of the first four scheduled interest payments. These securities, which have been deposited into an escrow account, are reflected as restricted investments. The remaining proceeds from the sale of the Notes of $526.8 million, net of debt issuance costs of $29.6 million, will be used to develop the MSS/ATC System.

The Notes bear interest at a rate of 7.5% per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year, from February 15, 2006 until August 15, 2009, the maturity date. Subject to certain exceptions, commencing February 15, 2008, ICO North America has the option of paying accrued interest due with additional notes in lieu of cash at an increased interest rate of 8.5% per annum. In addition, in the event that, on or prior to June 30, 2006, ICO has not begun to file the reports with the Securities and Exchange Commission that it would be required to file if it were subject to the reporting requirements of the Securities Exchange Act of 1934, the annual interest rate increases by 200 basis points until such time as ICO files such reports. ICO North America’s MSS/ATC System must also be certified as operational by August 15, 2008 or the coupon increases by 150 basis points for every 30 days, until certification is achieved, up to a maximum of 13.5% per annum.

Under FCC regulations, ICO North America is required to adhere to significant implementation milestones to maintain authorization to use its assigned MSS spectrum in the United States. These milestones include a satellite launch by July 1, 2007 and certification that the MSS system is operational by July 17, 2007. In the event that ICO North America does not meet a milestone, it may be deemed to be in violation of applicable FCC regulations and may be subject to automatic cancellation of its authorization to utilize its assigned 2 GHz spectrum. The cancellation of the MSS authorization would be an event of default under the indenture governing the Notes. In such a situation, the outstanding principle amount of the Notes, plus certain funds held in escrow, become due immediately.

The Notes contain covenants, including, but not limited to, restrictions on ICO North America’s future indebtedness and the payment of dividends. In addition, all of ICO North America’s stock is pledged and all of its existing and future assets are held as collateral for the Notes. As of December 31, 2005, ICO North America is in compliance with all of the covenants.

Holders of the Notes have the right of first offer on any equity securities of ICO North America, subject to certain exemptions and conditions. Additionally, holders of the Notes may convert their Notes at any time, and the Notes will automatically convert into shares of ICO North America’s Class A common stock upon a qualifying private offering or sale, upon a qualifying public offering of its common stock or upon written consent of holders owning two-thirds of the Notes. The initial conversion price is $4.25 per share of ICO North America’s Class A common stock and is subject to adjustment pursuant to the indenture governing the Notes. The Notes contain an embedded beneficial conversion feature that is contingent upon the occurrence of certain future events, including the issuance of ICO North America’s Class A common stock or the issuance of options or warrants to purchase its Class A common stock. The fair value of the embedded conversion feature will be measured at the time such events occur.

The aggregate fair value of the Notes is approximately $903.5 million as of December 31, 2005.

8. Commitments and Contingencies

Purchase Commitments —The Company, through its wholly-owned subsidiary ICO North America, has an agreement with Space Systems/Loral, Inc. (“Loral”) to design, develop, manufacture, test and deliver

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one GEO communications satellite and to develop, test and implement certain ground based systems related to the operation of the satellite. The satellite is scheduled to be delivered in May 2007.

As of December 31, 2005, approximately $170.6 million of remaining payments, including performance incentives, is payable based on the achievement of certain construction, delivery and deployment milestones, which are expected to occur in 2006 and 2007. An additional $17.5 million related to in-orbit satellite performance incentives is payable over 15 years from 2007 through 2022. The Company also retains an option to purchase one spare GEO communications satellite through December 31, 2008.

The satellite contract may be terminated by the Company for its convenience in whole (meaning as to the whole of the then remaining work) or in part. In the case of termination in whole, the Company’s liabilities are stipulated in an agreed-upon termination liability schedule that approximates the total amounts paid or payable by the Company at the time of termination. If the satellite portion of the contract is terminated, the Company is required to terminate the contract in whole. The same stipulated termination liability schedule would be applicable if Loral terminates the contract due to the Company’s default.

In general, title to and risk of loss of the satellite passes from Loral to the Company at the time of intentional ignition of the launch vehicle. Title to the ground based systems passes to the Company when such systems have been proven operable at the gateway to be used by the Company. Loral is responsible for maintaining property insurance against the risk of loss or damage to the satellite up to the moment risk of loss passes to the Company. With certain exceptions, Loral is responsible for securing all licenses, approvals and consents as may be required for performance of the satellite contract. Subject to certain exceptions, the Company bears the risk (including additional costs, if any) resulting from excusable delays under the satellite contract, as well as risk of loss for the satellite from the time of intentional ignition of the launch vehicle. There can be no assurance that events constituting excusable delays will not arise or, if any event constituting excusable delay does arise, that it will be resolved on terms that are not materially adverse to the Company.

Upon a specified default by Loral, including the inexcusable delay beyond an agreed upon period of delivery of the satellite, the Company may, subject to certain exceptions, terminate the contract. Under the termination for default, Loral shall refund to the Company all payments made plus interest thereon from the date payment was received by Loral to the date the refund was received by the Company. In addition, Loral shall be required to pay any liquidated damages for delays that have accrued up to the date of notice of termination for default. Liquidated damages may be available from Loral for failure to meet the FCC satellite construction implementation milestones and for late delivery of the satellite. In the event of default by Loral, there can be no assurance that the Company will be able to find a substitute provider in a timely manner or on economically acceptable terms.

Lease and Operating Commitments —The Company has entered into agreements with ten SAN operators that own and operate substantially all of the Company’s SAN sites. Such agreements require the repayment of certain up-front capital asset costs incurred by each SAN operator in establishing the initial infrastructure for the SAN, as well as payments for ongoing operations and related expenses incurred at each SAN site. The Company continues to have lease and operating commitments under some of these agreements (see Note 6).

The Company leases office space and office equipment under noncancellable rental agreements accounted for as operating leases. The total rental expense under operating leases was approximately $345,000, $4 million and $1.8 million for the years ended December 31, 2005, 2004 and 2003, respectively, and is included in general and administrative expense in the accompanying statements of operations. The 2004 expense includes $2 million of settlement costs related to the early termination of a noncancellable lease agreement.

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At December 31, 2005 the scheduled future minimum payments under the Company’s lease and operating agreements based on the exchange rates in effect as of December 31, 2005 were as follows (in thousands):

	SAN infrastructure agreements				SAN operating expenses			Other operating leases
2006		$	15,359			$	1,866		$	145
2007		3,840				2,691			145
2008		2,260				4,154			98
2009		2,260				2,562			59
2010		1,411				1,997			59
Thereafter		—				—			29
Total minimum payments		25,130				$	13,270		$	535
Less amount representing interest		(7,939		)
Present value of capital lease payments		17,191
Less: current portion of capital leases		(9,623		)
Capital lease obligations, less current portion		$	7,568

There were no assets that related to capital leases as of December 31, 2005 and 2004 as a result of impairments (see Note 5).

Internal Revenue Service Audit —For U.S. federal income tax purposes, the Company realized a gain of more than $300 million on the disposition of certain securities in 2003. This gain was offset by losses incurred in connection with the Company’s MEO network. The Company is currently being audited for tax year 2003 by the Internal Revenue Service. While the Company believes it properly treated and reported all items of gain and loss, the disallowance of the deductions claimed could have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Boeing Litigation —In response to the Company’s demand for arbitration, in August 2004, Boeing Satellite Systems International, Inc. (“BSSI”) filed an action in the Superior Court of the State of California, in and for the County of Los Angeles, seeking a judicial declaration that the Company had terminated its contractual agreements with BSSI, and thereby extinguished all of the Company’s rights and claims against BSSI arising out of or relating to the development, construction and launch of the Company’s MEO satellite system. In response, the Company filed a cross-complaint seeking damages from BSSI for breach of the parties’ agreements and for other wrongful, tortuous conduct. Subsequently, the Company also filed a cross-complaint against The Boeing Company, BSSI’s corporate parent, alleging wrongful, tortuous conduct that also damaged the Company. BBSI recently filed a cross complaint against the Company seeking unspecified monetary relief. The Company believes that its claims are meritorious and is vigorously pursuing a prompt resolution. The ultimate resolution is uncertain and the Company anticipates that the expense of pursuing this litigation will be material.

Deutsche Telekom Arbitration —In December 2005, Deutsche Telekom initiated arbitration with the International Chamber of Commerce against an indirect subsidiary of the Company, ICO Global Communications Holding BV, seeking in excess of $10 million under a contract for the development and operation of a SAN located in Usingen, Germany. The arbitration is in the early stages. The Company is vigorously defending against the claims by Deutsche Telekom but is also considering opportunities to resolve the matter on favorable economic terms.

Other —In the opinion of management, except those matters described above and in Note 6, litigation, contingent liabilities and claims against the Company in the normal course of business are not expected to

F- 24

involve any judgments or settlements that would be material to the Company’s financial condition, results of operations or cash flows.

9. Stockholders’ Equity (Deficiency in Assets)

Common Stock —The Company’s restated certificate of incorporation authorizes two classes of common stock, Class A and Class B. The rights of the holders of shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Holders of shares of Class A common stock are entitled to one vote per share. Holders of shares of Class B common stock are entitled to ten votes per share. The Class B common stock is convertible at any time at the option of its holder into shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock. Additionally, subject to certain exceptions, shares of Class B common stock will automatically convert into shares of Class A common stock if the shares of Class B common stock are sold or transferred. Class A common stock is not convertible. As of December 31, 2005, Eagle River remains ICO’s controlling shareholder with an economic interest of approximately 34.4% and a voting interest of approximately 68.9%.

Stock Incentive Plan —The 2000 Stock Incentive Plan (the “Plan”) was adopted following stockholder approval on May 10, 2000 and was subsequently amended and restated on August 9, 2000 and November 17, 2005. The Plan authorizes the grant of incentive stock options, as well as stock awards. The Company’s Board of Directors has authorized a total of up to 13 million shares of Class A common stock for the issuance of options and stock awards under the Plan, subject to adjustments for changes in the Company’s capital structure. All of the Company’s employees and certain contractors and consultants are eligible to participate.

Under the Plan, options generally vest and become exercisable over a four year period, with 25% vesting after one year and 1/48 th vesting each month thereafter. Options may generally only be granted with an exercise price at least equal to fair market value of common stock on the date of grant. Options generally expire 10 years after the date of grant or up to 90 days after termination of employment, which ever occurs earlier. Additionally, until two years after an initial public offering by the Company, all shares acquired under the Plan are subject to market standoff provisions, which prevent the sale of the shares until up to 180 days after a public offering of the Company’s stock.

In November 2005, the Company granted 5,865,000 options under the Plan to employees, board members and Eagle River to purchase common stock. Such options have an exercise price of $4.25 per share, vest over four years and expire on November 14, 2015. No such options were exercisable as of December 31, 2005. As the options to purchase the common stock were granted with an exercise price greater than the grant date fair value of the underlying common stock, no compensation expense was recognized in 2005. The Company expects to incur share-based compensation expense related to these options upon its adoption of SFAS No. 123(R) on January 1, 2006.

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A summary of option activity for the Company is shown in the following table. As of December 31, 2005, the total number of shares authorized for issuance is 13,707,573 consisting of 13 million shares authorized under the Plan, 485,000 shares authorized outside of the Plan but with similar terms and conditions as the Plan and 222,573 shares assumed by the Company pursuant to its merger with ICO Global Limited (see Note 1).

				Outstanding options
	Shares available for grant			Number of options		Weighted average exercise price
Balance-December 31, 2002		8,446,000		5,359,510			$	10.34
Cancelled		4,267,000		(4,314,937	)		10.70
Balance-December 31, 2003		12,713,000		1,044,573			8.83
Cancelled		120,000		(170,000	)		10.45
Balance-December 31, 2004		12,833,000		874,573			8.52
Granted		(6,465,000	)	5,865,000			4.25
Balance-December 31, 2005		6,368,000		6,739,573			$	4.80

The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2005:

	Outstanding options						Exercisable options
Range of exercise price	Number of options	Weighted average exercise price			Weighted average remaining life in years		Number of options		Weighted average exercise price
$0.75	185,000		$	0.75		6.6		185,000		$	0.75
$4.25	5,865,000		4.25			9.9		—		—
$10.45 - $10.92	689,573		10.60			5.7		689,573		10.60
	6,739,573		$	4.80		9.0		874,573		$	8.52

Restricted Stock Awards —In November 2005, the Company granted 1,600,000 shares of restricted Class A common stock to Eagle River and certain employees and board members. Approximately 1,450,000 of these restricted stock awards vest 90 days after the effective date of this Form 10 and the remaining shares vest in three equal instalments beginning on the 90 th day after the effective date of this Form 10. The Company currently expects such shares to vest commencing on September 30, 2006 as the Company believes it is probable that the required performance criteria will be met. Of these shares, one million were granted to Eagle River and treated as a stock dividend. The remaining 600,000 shares, granted pursuant to the 2000 Stock Incentive Plan, have a grant date fair value of $2.4 million which represents deferred compensation and is being amortized over the expected vesting period. Accordingly, for the year ended December 31, 2005, the Company recognized $307,000 of compensation expense. Based on the vesting terms of these restricted stock awards, the Company expects to recognize compensation expense of $1.9 million in 2006, $136,000 in 2007 and $38,000 in 2008.

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Warrants —In connection with the initial financing of the Company upon emergence from bankruptcy, as well as the settlement of long-term debt, the Company has issued warrants to purchase the Company’s Class A common stock. Each warrant contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain dilutive transactions. The following represents a summary of warrants outstanding as of December 31, 2005:

	Number of shares			Exercise price		Exercisable
3,172,110		$	0.01			Until December 12, 2012
18,781,392		30.00				Until August 2, 2006
	30,000,000	45.00				Until August 2, 2006
	51,953,502	$	36.83		(1)

(1) Represents the weighted average exercise price

10. Income Taxes

The Company’s income tax expense for the years ended December 31, 2005 and 2004 was $785,000 and $429,000, respectively, which consisted entirely of foreign tax. The Company had an income tax benefit of $1 million for the year ended December 31, 2003 which consisted entirely of foreign tax.

A reconciliation of the federal statutory income tax rate of 34% to the Company’s effective income tax rate is as follows:

	Year ended December 31,
	2005		2004		2003
Statutory tax rate	34.00	%	- 34.00	%	- 34.00	%
Permanent differences, including non-deductible built-in losses	0.05		0.46		26.03
Change in valuation allowance	-46.80		32.91		3.58
Other	15.05		0.68		3.95
Effective tax rate	2.30	%	0.05	%	- 0.44	%

The significant components of the Company’s net deferred tax assets and liabilities are as follows (in thousands):

	December 31, 2005			December 31, 2004
Deferred tax assets:
Net operating losses	$	69,918		$	66,763
Impaired assets/basis differences	809,234			812,302
Section 195 costs	137,323			152,987
Accrued expenses and other	14,453			14,876
	1,030,928			1,046,928
Valuation allowance	(1,030,493		)	(1,046,500		)
Net deferred tax assets	435			428
Deferred tax liabilities:
Accumulated other comprehensive income	(435		)	(428		)
Net deferred tax asset (liability)	$	—		$	—

At December 31, 2005, the Company had tax net operating loss carryforwards of approximately $205.6 million, which begin to expire in 2020. Of the Company’s total net operating loss carryforwards,

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$46.3 million relates to a formerly non-controlled subsidiary. The loss carryforwards associated with this subsidiary are subject to limitation under Section 382 of the Internal Revenue Code. The remaining net operating carryforwards could be subject to limitation under Section 382 if future stock offerings or equity transactions give rise for an ownership change as defined for purposes of Section 382.

Since the Company’s utilization of deferred tax assets is dependent upon future taxable income that is not assured, a valuation allowance equal to the amount of the deferred tax assets has been provided.

No deferred U.S. federal income taxes have been provided for the undistributed earnings on non-U.S. subsidiaries to the extent that they are permanently reinvested in the Company’s non-U.S. operations. It is not practical to determine the amount of the additional tax that may be payable in the event these earnings are repatriated.

11. Employee Benefits

The Company provides its employees with medical and dental benefits, insurance arrangements to cover death in service, long-term disability and personal accident, as well as a defined contribution retirement plan. For the years ended December 31, 2005, 2004 and 2003, the expense related to contributions by the Company under the defined contribution retirement plan was $329,000, $395,000 and $517,000, respectively.

12. Related Parties

The Company considers its related parties to be its principal shareholders and their affiliates. As described in Note 1, the Company’s acquisition of the assets and the assumption of certain liabilities of Old ICO occurred following investments from Eagle River as well as other outside investors.

Eagle River —In 2002, the Company entered into a month-to-month agreement with Eagle River to provide office space and administrative support to the Company in Kirkland, Washington. Total payments made to Eagle River under this agreement for the years ended December 31, 2005, 2004 and 2003 were $116,000, $143,000 and $195,000, respectively. In addition, in January 2004 the Company entered into an agreement with an employee of Eagle River to provide the Company with information technology support. Total payments under this agreement for the years ended December 31, 2005 and 2004 were $109,000 and $54,000, respectively. In November 2005, the Company entered into an agreement with Eagle River to provide advisory services to the Company. This agreement has an annual fee of $500,000 and is payable in quarterly installments.

In 2002, the Company entered into a $37.5 million loan agreement with Eagle River bearing interest at 12% per annum. In 2004, the Company repaid the principal, along with accrued interest of $5.4 million.

In November 2005, the Company granted one million shares of restricted Class A common stock to Eagle River which has been treated as a stock dividend.

RadioFrame Networks —In June 2003, the Company entered into an agreement with RadioFrame Networks to provide technical analysis and usability studies on the Company’s ground network. The chairman for RadioFrame Networks is a principal of Eagle River. Total capitalized payments made to RadioFrame under this contract for the years ended December 31, 2004 and 2003 were $1.4 million and $5.3 million, respectively.

Davis Wright Tremaine —A principal of Eagle River, who is also a board member of the Company, is the spouse of a partner at the law firm Davis Wright Tremaine which provides the Company with ongoing legal services. Total payments made to Davis Wright Tremaine for the year ended December 31, 2005 were $1.5 million. Total payments made from April 2004, the date of appointment as a principal of Eagle River, to December 31, 2004, were $931,000.

F- 28

13. Subsequent Events

In February 2006, ICO North America sold 323,000 shares of its Class A common stock and options to purchase 3,250,000 shares of its Class A common stock to certain holders of the Notes in exchange for $9.9 million.

Subsequent to December 31, 2005, the Company entered into agreements for the provision of launch services for its GEO satellite and the delivery of certain gateway segment equipment, and paid to acquire first-priority rights to use a desired orbital slot. The total commitment in connection with these events is approximately $112 million and is payable in 2006 and 2007.

F- 29

ICO Global Communications (Holdings) Limited

(Parent Only)

Schedule I—Condensed Financial Information of Registrant

Condensed Balance Sheets

(In thousands)

	December 31,				December 31,
	2005				2004
ASSETS
Current assets:
Cash and cash equivalents		$	20,543			$	52,310
Restricted cash		1,650				—
Prepaid expenses and other current assets		118				158
Total		$	22,311			$	52,468
LIABILITIES AND DEFICIENCY IN ASSETS
Accounts payable and accrued expenses		$	1,232			$	407
Investments in and advances from subsidiaries, net		48,227				113,361
Deficiency in assets		(27,148		)		(61,300		)
Total		$	22,311			$	52,468

The accompanying notes are an integral part of these condensed financial statements.

F- 30

ICO Global Communications (Holdings) Limited

(Parent Only)

Schedule I—Condensed Financial Information of Registrant

Condensed Statements of Operations and Comprehensive Income (Loss)

(In thousands)

	Year ended December 31,
	2005			2004			2003
Operating expenses:
General and administrative	$	3,725		$	3,003		$	2,614
Other income (expense):
Interest income	1,006			772			1,928
Intercompany expense (Note 2)	(2,283		)	(6,593		)	(2,197		)
Equity in net income (losses) of subsidiaries	38,411			(893,656		)	(231,243		)
Other	(3		)	(18		)	(22		)
Net income (loss)	33,406			(902,498		)	(234,148		)
Other comprehensive income (loss):
Unrealized gain (loss) on investments	(75		)	(178		)	326
Cumulative translation adjustments	496			720			35,288
Comprehensive income (loss)	$	33,827		$	(901,956	)	$	(198,543	)

The accompanying notes are an integral part of these condensed financial statements.

F- 31

ICO Global Communications (Holdings) Limited

(Parent Only)

Schedule I—Condensed Financial Information of Registrant

Condensed Statements of Cash Flows

(In thousands)

	Year ended December 31,
	2005			2004			2003
Operating activities:
Net income (loss)	$	33,406		$	(902,498	)	$	(234,148	)
Adjustments to reconcile net income (loss) to net cash used in operating activities	(35,022		)	901,320			231,521
Net cash used in operating activities	(1,616		)	(1,178		)	(2,627		)
Investing activities:
Investments in and advances from (to) subsidiaries	(28,519		)	(48,679		)	13,018
Purchase of restricted investments	(1,650		)	—			—
Net cash provided by (used in) operating activities	(30,169		)	(48,679		)	13,018
Financing activities:
Issuance of Class A common stock	18			—			—
Net cash provided by financing activities	18			—			—
Net increase (decrease) in cash and cash equivalents	(31,767		)	(49,857		)	10,391
Cash and cash equivalents—beginning of period	52,310			102,167			91,776
Cash and cash equivalents—end of period	$	20,543		$	52,310		$	102,167

The accompanying notes are an integral part of these condensed financial statements.

F- 32

ICO Global Communications (Holdings) Limited

(Parent Only)

Schedule I—Condensed Financial Information of Registrant

Notes to Condensed Financial Statements

1. For accounting policies and other information, see the notes to the consolidated financial statements of ICO Global Communications (Holdings) Limited (“ICO Parent”) and subsidiaries (collectively, the “Company”), included elsewhere herein. ICO Parent accounts for its wholly owned subsidiaries under the equity method of accounting.

2. Certain subsidiaries of ICO Parent charge ICO Parent for certain services performed on its behalf. For the years ended December 31, 2005, 2004 and 2003, the expense related to such services was $2.3 million, $6.6 million and $2.2 million, respectively.

3. In November 2005, an ICO Parent subsidiary agreed to pay ICO Parent $9.9 million for certain restricted stock and options that ICO Parent issued to employees and board members for services to be performed on behalf of that subsidiary. This amount was remitted to ICO Parent in March 2006. ICO Parent is required to make a capital contribution to the subsidiary for any securities that ultimately fail to vest.

F- 33

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
	(Registrant)
Date: May 15, 2006	By:	/s/ J. TIMOTHY BRYAN
		J. Timothy Bryan
		Chief Executive Officer and Director

Exhibit 3.1

State of Delaware

PAGE 1

Office of the Secretary of State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED”, CHANGING ITS NAME FROM “NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED” TO “ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF NOVEMBER, A.D. 2001, AT 9 O’CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

				/s/ Harriet Smith Windsor
				Harriet Smith Windsor, Secretary of State

3195531 8100				AUTHENTICATION: 1468695

010602830				DATE: 11-28-01

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/28/2001
010602830 - 3195531

RESTATED CERTIFICATE OF INCORPORATION
OF
NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

New ICO Global Communications (Holdings) Limited, a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify:

1. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 17, 2000.

2. The following Restated Certification of Incorporation was duly adopted by this corporation’s stockholders pursuant to the applicable provisions of Section 242 and Section 245 of the DGCL. This Restated Certificate of Incorporation restates and amends the Certificate of Incorporation of this corporation.

ARTICLE 1 - NAME

The name of the corporation shall be: ICO Global Communications (Holdings) Limited

ARTICLE 2 - DURATION

The period of its duration is perpetual.

ARTICLE 3 - PURPOSES

The nature of the business or purpose to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE 4 - REGISTERED AGENT

The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Ste. 400, City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE 5 - SHARES

A. Classes of Stock . The corporation shall have authority to issue three classes of stock to be designated, respectively, “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” The Class A Common Stock and the Class B Common Stock are collectively referred to herein as the “Common Stock.” The total number of shares that the corporation is authorized to issue is 1,125,000,000 shares, of which 900 million shares shall be Class A Common Stock, 150 million shares shall be Class B Common Stock and 75 million shares shall be Preferred Stock. Each share of Common Stock and Preferred Stock shall have a par value of one cent ($.01). Authority is hereby expressly granted to the

Board of Directors (the “Board”) to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions that are permitted by the DGCL in respect of any class or classes of Preferred Stock or any series of any class of Preferred Stock of the corporation.

B. Class A Common Stock and Class B Common Stock . Except with regard to the differential voting power as described in Section B.4 of this Article 5 and the Conversion Rights described in Section B.7 of this Article 5, the Class A Common Stock and the Class B Common Stock shall have the same characteristics, rights, privileges, preferences and limitations and shall rank equally, share ratably and be identical in all respects as to all matters.

1. Dividend Rights . The holders of shares of Common Stock shall be entitled to receive ratably without regard to class such dividends as may from time to time be declared by the Board out of funds legally available therefor. Stock dividends on any class of Common Stock shall not be paid or issued unless paid or issued on all classes of Common Stock, in which case they shall be paid or issued only in shares of that class.

2. Distribution of Assets upon Liquidation . In the event that the corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for such parties the full amounts to which they are otherwise entitled under this Restated Certificate of Incorporation or by law, the net assets of the corporation remaining thereafter shall be divided ratably without regard to class among the holders of shares of Common Stock.

3. Redemption . Neither the corporation nor any holder of Class A Common Stock or Class B Common Stock shall have the right to require the redemption of Class A Common Stock or Class B Common Stock, except as otherwise may be mutually agreed in writing by the corporation and one or more holders of Class A Common Stock or Class B Common Stock with respect to such holder’s or holders’ shares of Common Stock.

4. Voting Rights . On all matters upon which holders of the Common Stock are entitled or permitted to vote, every holder of Class A Common Stock shall be entitled to one vote in person or by proxy for each share of Class A Common Stock standing in such holder’s name on the transfer books of the corporation and every holder of Class B Common Stock shall be entitled to ten votes in person or by proxy for each share of Class B Common Stock standing in such holder’s name on the transfer books of the corporation. Except as may be otherwise required by law, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

5. Split, Subdivision or Combination . If the corporation shall in any manner split, subdivide or combine the outstanding shares of any class of Common Stock (or undertake any similar transaction), the outstanding shares of the other classes of Common Stock shall be proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the other classes of Common Stock have been split,

subdivided or combined. Any decrease or increase in the number of shares of any class of Common Stock resulting from a split, subdivision, combination or consolidation of shares or other capital reclassification shall not be permitted unless parallel action is taken with respect to each other class of Common Stock, so that the number of shares of each class of Common Stock outstanding shall be impacted proportionately.

6. Merger or Consolidation . In the event of any consolidation, merger, division, share exchange, combination, sale of all or substantially all of the corporation’s assets, or other transaction in which the shares of Class B Common Stock are exchanged for or changed into other securities, cash and/or any other property, then the holders of each class of Common Stock shall be entitled to receive the same per share consideration in such transaction; provided that if all or part of the consideration so received consists of common stock of the surviving or resulting entity, the common stock so issued may differ as to voting and conversion rights to the extent, but only to the extent, that the classes of Common Stock so differ as set forth herein.

7. Conversion . The holders of shares of Class B Common Stock shall have optional conversion rights, and be subject to automatic conversion, as follows (collectively, the “Conversion Rights”):

(a) Optional Conversion . At any time, each share of Class B Common Stock shall be convertible at the option of the holder thereof into one fully paid and nonassessable share of Class A Common Stock.

(b) Automatic Conversion . Shares of Class B Common Stock that are sold, assigned, pledged, encumbered or transferred on any basis, whether voluntary or involuntary (a “Transfer”), shall be automatically converted into shares of Class A Common Stock, whether or not the certificates representing such shares of Class B Common Stock have been surrendered for conversion, (i) upon such Transfer except for Transfers to a Permitted Transferee (as defined below) or (ii) following a Transfer to a Permitted Transferee, at the time, if any, that the Permitted Transferee ceases to qualify as a Permitted Transferee.

(i) “Affiliate” shall mean a party that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the stockholder specified. For purposes of this definition, an entity shall be deemed to be controlled by a stockholder if (and only for so long as) (x) such stockholder has the right to vote by ownership, proxy or otherwise securities constituting 5% or more of the voting power of such entity if such entity has equity securities registered and files reports under the United States Securities Exchange Act of 1934, as amended, or otherwise (if not reporting) securities constituting 50% or more of the voting power of such entity; (y) such stockholder possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; or (z) with respect to a charitable trust, foundation or nonprofit corporation, such

stockholder is the sole trustee or director or has the power to appoint a majority of the trustees or directors thereof. In addition, without limiting the generality of the foregoing, Teledesic Corporation, Teledesic LLC, Teledesic Holdings Limited, XO Communications, Inc., and Nextel Communications, Inc. shall each be deemed an Affiliate of Craig O. McCaw and Eagle River Investments, L.L.C. (“Eagle River”).

(ii) “Permitted Transferee” shall mean any one of the following persons or entities:

(a) Eagle River, Craig O. McCaw, William H. Gates III, Cascade Investment, L.L.C., any Affiliate of Eagle River and any person who or entity which has executed a valid irrevocable written voting proxy covering the transferred Class B Common Stock in favor of Eagle River for the period of time such person or entity owns such Class B Common Stock, which proxy contains an acknowledgment that it is coupled with an interest; or

(b) in the event of any bona fide pledge by the holder of shares of Class B Common Stock, a lender, financing entity or investment banking firm so long as the pledgee acknowledges in writing that the shares subject to such pledge are subject to automatic conversion as provided herein upon foreclosure or other action to take or sell such shares.

(d) Mechanics of Conversion . In the event of optional conversion of Class B Common Stock pursuant to Section B.7(a) hereof, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or any transfer agent of such stock, and shall give written notice to the secretary of the corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The corporation shall, as soon as practical thereafter, issue and deliver at such office to such holder or the nominee or nominees of such holder, certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on such date of such surrender of the shares to be converted and the person or persons entitled to receive the shares of Class A Common Stock issuable on the conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. In the event of the automatic conversion of shares of Class B Common Stock pursuant to Section B.7(b) hereof, the outstanding certificates representing the shares of Class B Common Stock so converted shall be deemed to represent, immediately upon such conversion and without further action, the appropriate number of shares of Class A Common Stock issuable upon such conversion; and, upon tender to the corporation of the original certificate(s) representing such converted shares of Class B Common Stock, the holder thereof shall be entitled to receive new certificate(s) representing the appropriate number of shares of Class A Common Stock issuable upon such conversion. Any shares of Class B Common Stock cancelled pursuant to this Section B.7 shall be restored to the status of authorized but unissued shares of Class B Common Stock.

(e) Reservation of Class A Common Stock Issuable upon Conversion . The corporation shall at all times keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all of the outstanding shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all of the then outstanding shares of Class B Common Stock, in addition to such other remedies as may be available to the holders of such shares, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate of Incorporation.

8. No Impairment . The corporation will not, (i) by amendment of this Restated Certificate of Incorporation or the corporation’s Bylaws, (ii) by adopting any provision or entering into any agreement inconsistent therewith, or (iii) through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance of shares or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out all of the provisions of this Article 5 and in taking all of such action as may be necessary or appropriate in order to protect the powers, preferences and rights, including the voting rights and any Conversion Rights of the holders of shares of Class A Common Stock and Class B Common Stock against impairment.

ARTICLE 6 - NO PREEMPTIVE RIGHTS

Except as may be otherwise provided by the Board, no preemptive rights shall exist with respect to the shares of Common Stock or securities convertible into shares of Common Stock of this corporation.

ARTICLE 7 - BYLAWS

The Board shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation.

ARTICLE 8 - DIRECTORS

The number of directors of the corporation shall be determined in the manner specified in the Bylaws and may be increased or decreased from time to time in the manner provided therein. Elections of directors need not be by written ballot unless required by the corporation’s Bylaws.

ARTICLE 9 - NO CUMULATIVE VOTING

No cumulative voting for directors shall be permitted.

ARTICLE 10 - INDEMNIFICATION

A. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any all expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided herein shall not be deemed exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

B. Expenses (including attorney’s fees) incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the corporation) or may (in the case of any action, suit, or proceeding against an officer, trustee, employee or agent) be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the corporation as authorized in this Article 10.

C. Neither the amendment or repeal of this Article 10, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 10 shall eliminate or reduce the effect of this Article 10 in respect of any matters occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, such or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article 10, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

D. If a claim under this Article 10 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the DGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification

of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

E. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE 11 - LIMITATIONS OF DIRECTOR LIABILITY

The personal liability of directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the DGCL, as the same may be amended and supplemented. A director of the corporation shall, to the fullest extent permitted by DGCL, as the same may be amended and supplemented, not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as expressly provided in the DGCL. Neither any amendment nor repeal of this Article 11, nor adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 11, shall eliminate or reduce the effect of this Article 11 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 11 would occur or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE 12 - BUSINESS COMBINATIONS AND TRANSACTIONS
WITH INTERESTED STOCKHOLDERS

A. The corporation expressly elects not to be governed by Section 203(a) of Title 8 of the DGCL.

B. In anticipation that (1) Craig O. McCaw, Eagle River and/or his or its Affiliates (as such terms are defined in this Restated Certificate of Incorporation and together with Mr. McCaw, the “McCaw Group”) will remain, for some period of time, stockholders of the corporation and will have continued contractual, corporate and business relations with the corporation, and (2) the corporation may from time to time enter into contractual, corporate or business relations with one or more of its directors, or one or more corporations, partnerships, associations or other organizations in which one or more of its directors have a financial interest (collectively, “Related Entities”), the provisions Sections B through I of this Article 12 are set forth to regulate and guide such relations and the powers, rights, duties and liabilities of the corporation and its officers, directors and stockholders in connection therewith.

C. Any contract or business relation that does not comply with procedures set forth in this Article 12 shall not by reason thereof be deemed void or voidable or be deemed to result in or constitute any breach of any fiduciary duty to, or duty of loyalty to, or failure to act in good faith or in the best interests of, the corporation, or the derivation of any

improper personal benefit, but shall be governed by the remaining provisions of this Restated Certificate of Incorporation, the corporation’s Bylaws, the DGCL and other applicable law.

D. No contract, agreement, arrangement or transaction between the corporation and any member of the McCaw Group or any Related Entity, or between the corporation and one or more of the directors or officers of any member of the McCaw Group or any Related Entity, or any amendment, modification or termination thereof (a “Transaction”), shall be void or voidable solely for the reason that any member of the McCaw Group or any Related Entity, or any one or more of the directors or officers of any member of the McCaw Group or any Related Entity, are parties to the Transaction, or solely because any members of the McCaw Group or any Related Entity, or any one or more of the directors or officers of any member of the McCaw Group or any Related Entity, are present at or participate in the meeting of the Board that authorizes such Transaction, or solely because his or their votes are counted for such purpose.

E. In each case, to the extent permitted by the DGCL and other applicable law, any member of the McCaw Group, any Related Entity and such officers and directors of any member of the McCaw Group or any Related Entity (1) shall have fully satisfied and fulfilled any fiduciary duties they may have to the corporation and its stockholders with respect to the Transaction, (2) shall not be liable to the corporation or its stockholders for any breach of any fiduciary duty they may have by reason of the entering into, performance or consummation of any such Transaction, (3) shall be deemed to have acted in good faith and in a manner such persons reasonably believed to be in or not opposed to the best interests of the corporation, to the extent such standard is applicable to such persons’ conduct, and (4) shall be deemed not to have breached any duties of loyalty to the corporation or its stockholders and not to have derived an improper personal benefit therefrom, if:

(a) the material facts as to the Transaction are disclosed or known to the Board or the committee thereof that authorizes the Transaction and the Board or such committee in good faith authorizes or approves the Transaction by the affirmative vote of a majority of the Disinterested Directors (as defined below) on the Board or such committee (provided that such committee may only so authorize or approve the Transaction if Disinterested Directors are on such committee);

(b) the material facts as to the Transaction are disclosed or arc known to the stockholders entitled to vote on the Transaction, and the Transaction is specifically approved by vote of the stockholders (other than, in connection with any Transaction between the corporation and any member of the McCaw Group, the members of the McCaw Group and, in connection with any Transaction between the corporation and any Related Entity, any Related Entity); or

(c) the substantive terms and conditions of such Transaction are fair as to the corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders.

F. Directors of the corporation who are also directors or officers of any member of the McCaw Group or any Related Entity may be counted in determining the presence of a

quorum at a meeting of the Board or of a committee that authorizes or approves any such Transaction and may vote at such meeting in accordance with the provisions of this Article 12. Common Stock or Preferred Stock having voting rights which are owned by any member of the McCaw Group and any Related Entity may be counted in determining the presence of a quorum at a meeting of stockholders that authorizes or approves any such Transaction and may be voted at such meeting in accordance with the provisions of this Article 12.

G. No member of the McCaw Group or any Related Entity shall be liable to the corporation or its stockholders for breach of any fiduciary duty it may have by reason of the fact that any member of the McCaw Group or any Related Entity takes any action or exercises any rights or gives or withholds any consent in connection with any Transaction between any member of the McCaw Group or any Related Entity and the corporation. No vote cast or other action taken by any person who is an officer, director or other representative of any member of the McCaw Group or any Related Entity, which vote is cast or action is taken by such person in his capacity as a director of the corporation, shall constitute an action of, or the exercise of a right by, or a consent of, any member of the McCaw Group or any Related Entity for the purpose of any such Transaction.

H. Notwithstanding anything in this Restated Certificate of Incorporation to the contrary, and in addition to any vote of the Board required by applicable law or this Restated Certificate of Incorporation, the affirmative vote of the holders of more than sixty-six and two-thirds percent (66 2/3%) of the voting power of the corporation’s Common Stock then outstanding, voting together as a single class pursuant to the voting rights set forth in this Restated Certificate of Incorporation, shall be required to (1) alter, amend or repeal in a manner adverse to the interests of any member of the McCaw Group or any Related Entity (as determined in the McCaw Group’s sole discretion), or (2) adopt any provision adverse to the interests of any member of the McCaw Group or any Related Entity and inconsistent with, any provision of this Article 12 (as determined in the McCaw Group’s sole discretion). Neither the alteration, amendment or repeal of this Article 12 nor the adoption of any provision inconsistent with this Article 12 shall eliminate or reduce the effect of this Article 12 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 12, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

I. For purposes of this Article 12, “Disinterested Director” shall mean (1) in connection with any Transaction between the corporation and any member of the McCaw Group, a director of the corporation who is not and has never been an officer, employee or paid consultant of any member of the McCaw Group (other than this corporation) and (2) in connection with any Transaction between the corporation and any Related Entity, a director of the corporation who is not and has never been an officer, employee or paid consultant of such Related Entity (other than this corporation).

ARTICLE 13 - AMENDMENTS

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereinafter prescribed by statutes, and all rights conferred upon the stockholders therein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned has executed this document and affirms, under the penalties of perjury, that the statements herein are true and that this instrument is the act and deed of New ICO Global Communications (Holdings) Limited as of November 28, 2001.

	NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


	By:	/s/ David Curtin
		David Curtin, Secretary

Exhibit 3.2

As amended May 8, 2006

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
A Delaware Corporation (the “Corporation”)

RESTATED BYLAWS

ARTICLE I STOCKHOLDERS

Section 1.1 Annual Meeting.

An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year within 90 to 210 days after the Corporation’s fiscal year end at a date, time and place, either within or without the State of Delaware, as may be specified by the Board of Directors (the “Board”).

Section 1.2 Special Meetings.

Special meetings of stockholders for any purpose or purposes may be held at any time upon call of the Chairman of the Board, the Chief Executive Officer or the President, at such time and place either within or without the State of Delaware as may be stated in the notice. Holders of not less than a majority of all the votes attributable to the issued and outstanding shares of the Corporation’s stock taken together and not as separate classes may call special meetings of the stockholders for any purpose by giving notice to the Corporation as specified in Section 1.10(c).

Section 1.3 Notice of Meetings.

Written notice of duly called meetings of the stockholders, stating the place, date, and hour thereof shall be given by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, to each stockholder entitled to vote thereat at least 10 days but not more than 60 days before the date of the meeting, unless a different period is prescribed by law. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, if any other action which could be taken at a special meeting is to be taken at such annual meeting, state the nature of such action. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. Upon written request delivered to the Corporation in accordance with Section 1.10(c) hereof by the holders of shares representing not less than the number of votes specified in Section 1.2 hereof, the stockholders may request that the Corporation call a special meeting of stockholders. Within 30 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting.

Section 1.4 Quorum.

Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, at any meeting of stockholders, the holders of shares representing a majority of all of the votes assigned under the Certificate of Incorporation to the outstanding shares of the Corporation entitled to vote at the meeting shall be present in person or represented by proxy in order to constitute a quorum for the transaction of any business; provided, however, that where a separate vote by a class or classes is required, shares representing a majority of all the votes assigned under the Certificate of Incorporation to the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. In the absence of a quorum, a majority in voting interest of the stockholders present or the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 1.5 of these Restated Bylaws until a quorum shall be present.

Section 1.5 Adjournment.

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.6 Organization.

The Chairman of the Board, or in his or her absence, the Chief Executive Officer, the President, or a Vice President (in order of seniority), shall call to order meetings of stockholders, and shall act as chairman of such meetings. The Board or, if the Board fails to act, the stockholders, may appoint any stockholder, director, or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the Chief Executive Officer, the President, and all Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting.

Section 1.7 Voting.

Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, at any meeting duly called and held at which a quorum is present, corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes (assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by the stockholders entitled to vote and present in person or represented by proxy at the meeting; provided, however, that where a separate vote of a class or classes is required, corporate action to be taken by such class or classes shall be authorized by a majority of the votes (assigned under

the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by such class or classes. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes (assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by the stockholders entitled to vote and present in person or represented by proxy at the meeting.

Section 1.8 Action by Stockholders Without Meeting.

Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without a vote, if a consent in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding stock having not fewer than the minimum number of votes assigned under the Certificate of Incorporation to the shares of the Corporation that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting and (b) be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the Corporation’s registered office shall be by hand, by verified facsimile, by nationally recognized courier or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the Corporation, in the manner required by this Section 1.8, within 60 (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the Corporation in the manner required by this Section 1.8. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Prompt notice of the effectiveness of such action shall also be given to those stockholders who did not consent in writing.

Section 1.9 Proxy Representation.

Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him, her or it by proxy. No proxy shall be valid after 3 years from its date, unless it provides otherwise. Such authorization may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent (a) executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature, or (b) transmitting or authorizing the transmission of a telegram, cablegram or other electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any

copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.10 Business for Stockholders’ Meetings.

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by a stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 1.10, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.10. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) above, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the anniversary of the preceding year’s annual meeting; provided, however, that if the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the earlier of the 7th day following the date on which notice of the date of the meeting was mailed or a public announcement of the meeting was made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation’s books of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of stock of the Corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made, in such business. Notwithstanding anything in this Section 1.10 to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1.10. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that (x) a proposal does not constitute proper business to be transacted at the meeting or (y) business was properly brought before the meeting in accordance with the procedures prescribed by these Restated Bylaws, and if (s)he should so determine, (s)he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.10, a stockholder also shall comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with respect to the matters set forth in this Section 1.10.

(b) At any special meeting of stockholders, only such business as is specified in the notice of such special meeting given by or at the direction of the person or persons calling such meeting, in accordance with Section 1.3 hereof, shall come before such meeting.

(c) Any written notice required to be delivered by a stockholder to the Corporation pursuant to these Restated Bylaws must be given, either by personal delivery, by verified facsimile, by nationally recognized courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive offices. Any such stockholder notice shall set forth (i) the name and address of the stockholder proposing such business; (ii) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the Corporation that are beneficially owned by the stockholder; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business; and (iv) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the language of the proposal (if appropriate), and any material interest of the stockholder in such business.

ARTICLE II BOARD OF DIRECTORS

Section 2.1 Number and Term of Office.

The business, property, and affairs of the Corporation shall be managed by or under the direction of the Board of the Corporation. The number of directors constituting the entire Board shall be not less than one (1) nor more than seventeen (17) as fixed from time to time by vote of a majority of the entire Board; provided, however, that no decrease in the number of directors may shorten the term of any incumbent director. In any election of directors prior to the date that the Corporation’s Class A Common Stock and the warrants issued under the reorganization plan of ICO Global Communications (Holdings) Limited (Joint Provisional Liquidators Appointed) (“ICO”) to purchase Class A Common Stock are listed on a national securities exchange or quoted on the NASDAQ National Market System (the “Liquidity Date”), Eagle River Investments, LLC (“Eagle River”) and its Affiliates (as such term is defined in the Corporation’s Restated Certificate of Incorporation) shall vote their shares of the Corporation for the reelection of the Independent Directors. “Independent Directors” shall mean the two directors of the Corporation reasonably acceptable to Eagle River and properly designated by the Official Committee of Unsecured Creditors appointed to serve in connection with the reorganization of ICO and the one director reasonably acceptable to Eagle River and properly designated by the Tranche I Lenders (other than Eagle River) under the Credit Agreement, dated as of November 8, 1999, among ICO, Credit Suisse First Boston Management Corporation, as agent, and the lenders thereunder. Unless a director resigns or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later.

Section 2.2 Nomination and Election.

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations for the election of Directors may be made by the Board or by a nominating committee of the Board or by any stockholder of record entitled to vote for the election of directors at such meeting; provided, however, that a stockholder may nominate persons for election as directors only if written notice (in accordance with Section 1.10(c) hereof) of such stockholder’s intention to make such nominations is received by the Secretary not later than (i) with respect to an election to be held at an annual meeting of the stockholders, 60 days prior to the date specified in Section 1.1 hereof for such annual meeting (or

if less than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to the stockholders, not later than the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh business day following the date on which notice of such meeting is first given to stockholders. Any such stockholder’s notice shall set forth (a) the name and address of the stockholder who intends to make a nomination; (b) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the corporation that are beneficially owned by the stockholder; (c) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) as to each person the stockholder proposes to nominate for election or re-election as a director, the name and address of such person and such other information regarding such nominee as would be required in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominee been nominated by the Board, and a description of any arrangements or understandings between the stockholder and such nominee and any other persons (including their names) pursuant to which the nomination is to be made; and (e) the consent of each such nominee to serve as a director if elected. If the facts warrant, the Board, or the chairman of a stockholders’ meeting at which directors are to be elected, shall determine and declare that a nomination was not made in accordance with the foregoing procedure and, if it is so determined, the defective nomination shall be disregarded. The right of stockholders to make nominations pursuant to the foregoing procedure is subject to the rights of the holders of any class or series of stock having a preference over the Corporation’s common stock as to dividends or upon liquidation. The procedures set forth in this Section 2.2 for nomination for the election of directors by stockholders are in addition to, and not in limitation of, any procedures now in effect or hereafter adopted by or at the direction of the Board or any committee thereof.

(b) At each election of directors, the persons receiving the greatest number of votes (as assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote), up to the number of directors to be elected, shall be the directors.

Section 2.3 Chairman and Vice Chairman of the Board.

The directors may elect a Chairman and a Vice Chairman of the Board who shall be subject to the control of and may be removed by the Board. The Chairman shall be an executive officer as provided in Section 4.1; the Vice Chairman, if elected, shall have such powers and duties as the Board may assign to him or her.

Section 2.4 Meetings.

Regular meetings of the Board of Directors may be held with notice at such time and place as shall from time to time be determined by the Board. Special meetings of the Board shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the Chairman, the Chief Executive Officer (if a director), the President (if a director) or by a majority of the directors then in office.

Section 2.5 Notice of Meetings.

The Secretary, or in his or her absence any other officer of the Corporation, shall give each director notice of the time and place of holding of meetings of the Board (i) in writing by mail at least 7 days before the meeting, (ii) in writing by verified facsimile, nationally recognized courier or personal service at least one (1) day before the meeting, or (iii) verbally at least one (1) day before the meeting. Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice.

Section 2.6 Quorum and Organization of Meetings.

A majority of the total number of members of the Board as constituted from time to time shall constitute a quorum for the transaction of business or, if vacancies exist on the Board, a majority of the total number of directors then serving on the Board provided that such number may be not less than one-third of the total number of directors fixed in the manner provided by these Restated Bylaws. If at any meeting of the Board (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time and place, and the meeting may be held as adjourned without further notice or waiver. Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting. Meetings shall be presided over by the Chairman, or in his or her absence, by the Chief Executive Officer, the President, or such other person as the directors may select. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence, the chairman of the meeting may appoint any person to act as secretary of the meeting. A director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not dissent.

Section 2.7 Committees.

The Board may by resolution designate one or more committees, each committee to consist of one or more of the directors of the Corporation; provided, however, that persons who are not directors of the Corporation may also be members of such committees to the extent provided in the resolution of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution approved by every member of the Board and permitted by law, shall have and may exercise all the powers and authority of the Board in the management of the business, property, and affairs of the Corporation. Each committee of the Board may fix its own rules and procedures. Notice of meetings of committees, other than of regular meetings provided

for by the rules, shall be given to committee members in a manner prescribed by such committee’s rules or, if not so prescribed, in a manner permitted for delivery of notices of meetings of the Board. All action taken by committees shall be recorded in minutes of the meetings.

Section 2.8 Action Without Meeting.

Nothing contained in these Restated Bylaws shall be deemed to restrict the right of members of the Board or any committee designated by the Board to take any action required or permitted to be taken by them without a meeting, if all the members of the Board or committee, as the case may be, consent in writing to the adoption, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 2.9 Telephone Meetings.

Nothing contained in these Restated Bylaws shall be deemed to restrict the power of members of the Board, or any committee designated by the Board, to participate in a meeting of the Board, or a committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III OFFICERS

Section 3.1 Number, Election and Term.

Officers of the Corporation shall be a Chief Executive Officer and/or a President and Secretary. The Board shall elect Officers at its first meeting, and at each regular annual meeting of the Board thereafter. Each Officer shall hold office until the next succeeding annual meeting of the Directors and until his successor shall be elected and qualified. Any one person may hold more than one office if it is deemed advisable by the Board.

Section 3.2 Additional Officers and Agents.

The Board may elect or appoint such other officers (including a Chairman of the Board, a Chief Executive Officer and/or President, one or more Vice Presidents, a Treasurer, Controller and one or more Assistant Treasurers and Assistant Secretaries) as it may deem necessary or desirable. Each officer shall hold office for such term as may be prescribed by the Board from time to time.

ARTICLE IV DUTIES OF OFFICERS

Section 4.1 Chairman of the Board.

The Chairman of the Board shall be an officer of the corporation responsible for guiding the strategic development of the Corporation and shall perform such other duties as shall be assigned to him or her by the Board from time to time. The Chairman of the Board shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as chairman of such meeting. In the event of the death of the Chief Executive Officer

or his or her inability to act, the Chairman of the Board shall perform the duties of the Chief Executive Officer, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions on the Chief Executive Officer.

Section 4.2 Chief Executive Officer.

The Chief Executive Officer of the Corporation shall have general supervision of the business, affairs and property of the Corporation, and over its several officers. In general, the Chief Executive Officer shall have all authority incident to the office of Chief Executive Officer and shall have such other authority and perform such other duties as may from time to time be assigned by the Board or by any duly authorized committee of directors. The Chief Executive Officer shall have the power to fix the compensation of elected officers whose compensation is not fixed by the Board or a committee thereof and also to engage, discharge, determine the duties and fix the compensation of all employees and agents of the Corporation necessary or proper for the transaction of the business of the Corporation. If the Chief Executive Officer is not also the Chairman of the Board, then the Chief Executive Officer shall report to the Chairman of the Board. The Chief Executive Officer shall, unless a Chairman of the Board has been elected and is present, preside at meetings of the stockholders and the Board.

Section 4.3 President.

The President shall have general supervision of the operations of the Corporation. In general, but subject to any contractual restriction, the President shall have all authority incident to the office of President and shall have such other authority and perform such other duties as may from time to time be assigned by the Board or by any duly authorized committee of directors or by the Chairman of the Board. The President shall, at the request or in the absence or disability of the Chairman of the Board, or the Chief Executive Officer, or if no Chairman of the Board or Chief Executive Officer has been appointed by the Board, perform the duties and exercise the powers of such officer or officers.

Section 4.4 Vice Presidents.

Each vice president shall have such powers and duties as the Board, the Chief Executive Officer or the President assigns to him or her.

Section 4.5 Secretary.

The Secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and the stockholders, and shall have such other powers and duties as the Board or the President assigns to him or her. In the absence of the Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the chairman of the meeting.

Section 4.6 Treasurer.

The Treasurer of the Corporation shall be in charge of the Corporation’s books and accounts. Subject to the control of the Board, the Treasurer shall have such other powers and duties as the Board, the Chief Executive Officer or the President assigns to him or her.

Section 4.7 General Counsel.

The General Counsel of the Corporation shall act as the chief legal officer of the Corporation, and shall assist the Secretary in all duties of the office of Secretary. In the case of absence, disability or death of the Secretary, the General Counsel shall perform and be vested with all the duties and powers of the Secretary until the Secretary shall have resumed such duties or the Secretary’s successor is elected.

ARTICLE V RESIGNATIONS, REMOVALS, AND VACANCIES

Section 5.1 Resignations.

Any director or officer of the Corporation, or any member of any committee, may resign at any time by giving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective.

Section 5.2 Removals.

Any officer elected by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board may remove with or without cause any member of any committee and may, with or without cause, disband any committee. Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the votes entitled at the time to vote at an election of directors.

Section 5.3 Vacancies.

Except as otherwise set forth in this paragraph, any vacancy in the office of any director or officer through death, resignation, removal, disqualification, or other cause, and any additional directorship resulting from increase in the number of directors, shall be filled at any time by a majority of the directors then in office (even though less than a quorum remains) and the person so chosen shall hold office until his or her successor shall have been elected and qualified; or, if the person so chosen is a director elected to fill a vacancy, such person shall hold office for the unexpired term of his or her predecessor.

ARTICLE VI CAPITAL STOCK

Section 6.1 Stock Certificates.

The certificates for shares of the capital stock of the Corporation shall be in such form as shall be prescribed by law and approved, from time to time, by the Board. Each certificate shall be signed by the Chairman of the Board, the Chief Executive Officer or the President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any and all signatures on any such certificates may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate issued, it

may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 6.2 Transfer of Shares.

Upon compliance with provisions restricting the transfer or registration of transfer of shares of capital stock, if any, shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of such shares or by his or her duly authorized attorney, upon the surrender to the Corporation or its transfer agent of the certificate representing such stock properly endorsed and the payment of taxes due thereon.

Section 6.3 Fixing Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which, unless otherwise provided by law, shall not be more than sixty nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.

Section 6.4 Lost Certificates.

The Board or any transfer agent of the Corporation may direct one or more new certificate(s) representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board (or any transfer agent of the Corporation authorized to do so by a resolution of the Board) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board (or any transfer agent so authorized) shall direct to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificates, and such requirement may be general or confined to specific instances.

Section 6.5 Regulations.

The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation, and replacement of certificates representing stock of the Corporation.

ARTICLE VII MISCELLANEOUS

Section 7.1 Corporate Seal.

There shall be no corporate seal.

Section 7.2 Fiscal Year.

The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 7.3 Notices and Waivers Thereof.

Whenever any notice is required by law, the Certificate of Incorporation, or these Restated Bylaws to be given to any stockholder, director, or officer, such notice, except as otherwise provided by law, may be given personally or by mail, verified facsimile or nationally recognized courier, addressed to such address as appears on the books of the Corporation. Any notice given by verified facsimile or nationally recognized courier shall be deemed to have been given when it shall have been transmitted or delivered for transmission (with the delivery receipt or, with respect to a facsimile, the answer back being deemed conclusive, but not exclusive, evidence of such delivery) and any notice given by mail shall be deemed to have been given when it shall have been deposited in the United States mail with postage thereon prepaid.

Whenever any notice is required to be given by law, the Certificate of Incorporation, or these Restated Bylaws, a written waiver thereof, signed by the person entitled to such notice, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law. The attendance of a stockholder or a director at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder or a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and makes such objection known at the beginning of the meeting.

Section 7.4 Stock of Other Corporations or Other Interests.

Unless otherwise ordered by the Board, the Chairman of the Board, the Chief Executive Officer and the President, and such attorneys or agents of the Corporation as may from time to time be authorized by the Board, the Chairman of the Board, the Chief Executive Officer or the President shall have full power and authority on behalf of this Corporation to attend and to act and vote in person or by proxy at any meeting of the holders of securities of any corporation or other entity in which this Corporation may own or hold shares or other securities, and at such meetings shall possess and may exercise all the rights and powers incident to the ownership of such shares or other securities which this Corporation, as the owner or holder thereof, might have possessed and exercised if present. The Chairman of the Board, the Chief Executive Officer and President, or such authorized attorneys or agents, may also execute and deliver on behalf of this Corporation powers of attorney, proxies, consents, waivers, and other instruments relating to the shares or securities owned or held by this Corporation.

Section 7.5 Access to Information.

Notwithstanding any right to the contrary contained in any agreement between the Corporation and any stockholder of the Corporation, no stockholder of the Corporation will be entitled to access to any defense articles, technical data or defense services as defined in the International Traffic in Arms Regulations (22 CFR 120-130) unless written approval is first granted by the Office of Defense Trade Controls of the U.S. Department of State or to other

information having distribution restrictions under other U.S. export laws, unless such access is first approved by the applicable government agency.

ARTICLE VIII AMENDMENTS

The Board shall have the power to adopt, amend, or repeal bylaws except as otherwise provided by law or the Certificate of Incorporation.

Exhibit 4.1

CLASS A COMMON STOCK		CLASS A COMMON STOCK

	ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED	CUSIP 44930K 10 6
		SEE REVERSE FOR CERTAIN DEFINITIONS
	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CERTIFICATE OF STOCK

THIS CERTIFIES THAT

Is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE OF

CO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

DATED:


SECRETARY		CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

MELLON INVESTOR SERVICES LLC

TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM

- as tenants in common

UNIF GIFT MIN ACT- Custodian

TEN ENT

- as tenants by the entireties

(Cust)

(Minor)

JT TEN

- as joint tenants with right

under Uniform Gifts to Minors

of survivorship and not as

tenants in common

Act

(State)

UNIF TRF MIN ACT- Custodian (until age )

(Cust)

under Uniform Transfers

(Minor)

to Minors Act

(State)

Additional abbreviations may also be used though not in the above list.

For Value Received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEES(S)

Shares represented by the within Certificate, and do hereby irrevocably constitute and

appoint Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated


	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

BY
THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM) PURSUANT TO S.E.C. RULE 17 Ad-15.

This certificate evidences shares of Class A Common Stock of the corporation. Other classes of shares of the corporation are and may in the future be authorized, and those classes may consist of one of more series of shares, each with different rights, preferences and limitations. The corporation will furnish any stockholder, upon request and without charge, a full statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Keep this certificate in a safe place, if it is lost, stolen, or destroyed the corporation may require a bond of indemnity as a condition to the issuance of a replacement certificate.

Exhibit 4.2

ICO N ORTH A MERICA , INC.

7.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2009

INDENTURE

Dated as of August 15, 2005

The Bank of New York ,

a New York banking corporation, as

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310(a)(1)		8.10
(a)(2)		8.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		8.10
(b)		8.10
(c)		N.A.
311(a)		8.11
(b)		8.11
(c)		N.A.
312(a)		2.05
(b)		14.03
(c)		14.03
313(a)		8.06
(b)(1)		11.03
(b)(2)		8.07; 11.03
(c)		8.06; 14.02
(d)		8.06
314(a)		5.03; 14.02
(b)		11.02
(c)(1)		14.04
(c)(2)		14.04
(c)(3)		N.A.
(d)		11.03, 11.04, 11.05
(e)		14.05
(f)		N.A.
315(a)		8.01
(b)		8.05, 14.02
(c)		8.01
(d)		8.01
(e)		7.11
316(a) (last sentence)		2.09
(a)(1)(A)		7.05
(a)(1)(B)		7.04
(a)(2)		N.A.
(b)		7.07
(c)		2.12
317(a)(1)		7.08
(a)(2)		7.09
(b)		2.04
318(a)		14.01
(b)		N.A.
(c)		14.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page

ARTICLE 1.
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	14
Section 1.03.	Incorporation by Reference of Trust Indenture Act	15
Section 1.04.	Rules of Construction	15

ARTICLE 2.
THE NOTES

Section 2.01.	Form and Dating	16
Section 2.02.	Execution and Authentication	16
Section 2.03.	Registrar, Paying Agent and Conversion Agent	16
Section 2.04.	Paying Agent to Hold Money in Trust	17
Section 2.05.	Holder Lists	17
Section 2.06.	Transfer and Exchange	17
Section 2.07.	Replacement Notes	19
Section 2.08.	Outstanding Notes	19
Section 2.09.	Treasury Notes	20
Section 2.10.	Temporary Notes	20
Section 2.11.	Cancellation	20
Section 2.12.	Defaulted Interest	20
Section 2.13.	Legend; Additional Transfer and Exchange Requirements	21
Section 2.14.	CUSIP Numbers	22

ARTICLE 3.
REDEMPTION AND PREPAYMENT

Section 3.01.	Redemption	22
Section 3.02.	Offer to Purchase by Application of Excess Proceeds	22

ARTICLE 4.
CONVERSION

Section 4.01.	Conversion Privilege	24
Section 4.02.	Conversion Procedure	27
Section 4.03.	Intentionally Omitted	27
Section 4.04.	Taxes on Conversion	27
Section 4.05.	Company to Provide Stock	28
Section 4.06.	Adjustment of Conversion Price	28
Section 4.07.	No Adjustment	35
Section 4.08.	Adjustment for Tax Purposes	35
Section 4.09.	Notice of Conversion Price Adjustment	35
Section 4.10.	Notice of Certain Transactions	36
Section 4.11.	Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege	36
Section 4.12.	Trustee’s Disclaimer	37

ARTICLE 5.
COVENANTS

Section 5.01.	Payment of Notes	37
Section 5.02.	Maintenance of Office or Agency	38
Section 5.03.	Reports	38
Section 5.04.	Compliance Certificate	40
Section 5.05.	Taxes	40
Section 5.06.	Stay, Extension and Usury Laws	41
Section 5.07.	Restricted Payments	41
Section 5.08.	Dividend and Other Payment Restrictions Affecting Subsidiaries	42
Section 5.09.	Incurrence of Indebtedness and Issuance of Preferred Stock	42
Section 5.10.	Asset Sales and Events of Loss	46
Section 5.11.	Transactions with Affiliates	49
Section 5.12.	Liens	50
Section 5.13.	Line of Business	50
Section 5.14.	Corporate Existence	51
Section 5.15.	Offer to Repurchase Upon Change of Control	51
Section 5.16.	Qualifying Event	52
Section 5.17.	Maintenance of Insurance	52
Section 5.18.	Payments for Consent	53
Section 5.19.	Additional Note Guarantees	53
Section 5.20.	Additional Interest	53
Section 5.21.	Right of First Offer on Sale of Equity Interests	53
Section 5.22.	Appointment of Director	56
Section 5.23.	Issuance or Sale of Subsidiary Stock	56
Section 5.24.	Issuance of Class B Common Stock	56

ARTICLE 6.
SUCCESSORS

Section 6.01.	Merger, Consolidation, or Sale of Assets	56
Section 6.02.	Successor Corporation Substituted	57

ARTICLE 7.
DEFAULTS AND REMEDIES

Section 7.01.	Events of Default	58
Section 7.02.	Acceleration	60
Section 7.03.	Other Remedies	60
Section 7.04.	Waiver of Past Defaults	60
Section 7.05.	Control by Majority	61
Section 7.06.	Limitation on Suits	61
Section 7.07.	Rights of Holders of Notes to Receive Payment	61
Section 7.08.	Collection Suit by Trustee	62
Section 7.09.	Trustee May File Proofs of Claim	62
Section 7.10.	Priorities	62
Section 7.11.	Undertaking for Costs	63

ARTICLE 8.
TRUSTEE

Section 8.01.	Duties of Trustee	63
Section 8.02.	Rights of Trustee	64

Section 8.03.	Individual Rights of Trustee	65
Section 8.04.	Trustee’s Disclaimer	65
Section 8.05.	Notice of Defaults	65
Section 8.06.	Reports by Trustee to Holders of the Notes	66
Section 8.07.	Compensation and Indemnity	66
Section 8.08.	Replacement of Trustee	67
Section 8.09.	Successor Trustee by Merger, etc.	68
Section 8.10.	Eligibility; Disqualification	68
Section 8.11.	Preferential Collection of Claims Against Company	68

ARTICLE 9.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 9.01.	Option to Effect Legal Defeasance or Covenant Defeasance	68
Section 9.02.	Legal Defeasance and Discharge	68
Section 9.03.	Covenant Defeasance	69
Section 9.04.	Conditions to Legal or Covenant Defeasance	70
Section 9.05.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	71
Section 9.06.	Repayment to Company	71
Section 9.07.	Reinstatement	72

ARTICLE 10.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 10.01.	Without Consent of Holders of Notes	72
Section 10.02.	With Consent of Holders of Notes	73
Section 10.03.	Compliance with Trust Indenture Act	75
Section 10.04.	Revocation and Effect of Consents	75
Section 10.05.	Notation on or Exchange of Notes	75
Section 10.06.	Trustee to Sign Amendments, etc.	75

ARTICLE 11.
COLLATERAL AND SECURITY

Section 11.01.	Collateral Documents	76
Section 11.02.	Recording and Opinions	76
Section 11.03.	Release of Collateral	77
Section 11.04.	Certificates of the Company	78
Section 11.05.	Certificates of the Trustee	78
Section 11.06.	Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents	78
Section 11.07.	Authorization of Receipt of Funds by the Trustee Under the Pledge Agreement	79
Section 11.08.	Termination of Security Interest	79

ARTICLE 12.
NOTE GUARANTEES

Section 12.01.	Guarantee	79
Section 12.02.	Limitation on Guarantor Liability	80
Section 12.03.	Continuing Guarantee	80
Section 12.04.	Releases Following Sale of Assets	81

iii

ARTICLE 13.
SATISFACTION AND DISCHARGE

Section 13.01.		Satisfaction and Discharge	81
Section 13.02.		Application of Trust Money	82

ARTICLE 14.
MISCELLANEOUS

Section 14.01.		Trust Indenture Act Controls	83
Section 14.02.		Notices	83
Section 14.03.		Communication by Holders of Notes with Other Holders of Notes	84
Section 14.04.		Certificate and Opinion as to Conditions Precedent	84
Section 14.05.		Statements Required in Certificate or Opinion	84
Section 14.06.		Rules by Trustee and Agents	85
Section 14.07.		No Personal Liability of Directors, Officers, Employees and Stockholders	85
Section 14.08.		Governing Law	85
Section 14.09.		No Adverse Interpretation of Other Agreements	85
Section 14.10.		Successors	85
Section 14.11.		Severability	85
Section 14.12.		Counterpart Originals	86
Section 14.13.		Table of Contents, Headings, etc.	86


EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	CERTIFICATE OF TRANSFER

INDENTURE dated as of August 15, 2005 between ICO North America, Inc., a Delaware corporation (the “ Company ”), the Guarantors (as defined below) and The Bank of New York, a New York banking corporation, as trustee (the “ Trustee ”).

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 7.5% Convertible Senior Secured Notes due 2009 (such notes, including the Initial Notes and any Additional Notes (each, as defined below) the “ Notes ”):

ARTICLE 1.
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions.

“Acquired Debt” means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person and (ii) Indebtedness secured by a Lien encumbering any assets acquired by such specified Person.

“Additional Interest” means all liquidated damages then owing pursuant to Section 2.1(e) of the Registration Rights Agreement and all other interest owing on the Notes pursuant to this Indenture, including, but not limited to, pursuant to Sections 2.12, 5.03 and 5.16 of this Indenture and paragraph “1. Interest” of the Form of Note attached as Exhibit A hereto (the “ Form of Note ”). References in this Indenture and in the Notes to the “interest” accrued or payable on the Notes shall be deemed to include any Additional Interest that may become accrued or payable thereon pursuant to the terms of this Indenture, the Notes and the Registration Rights Agreement unless the context otherwise requires.

“Additional Notes” means the aggregate principal amount of Notes (other than the Initial Notes) issued under this Indenture in lieu of interest payment on the Initial Notes as permitted by Section 5.09 hereof, and paragraph “1. Interest” in the Form of Note, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this Indenture, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, that, solely for the purposes of this definition of “Affiliate,” beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. Notwithstanding the foregoing, no Holder shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of holding the Notes, and no Holder shall be deemed to be an Affiliate of the Company or to “control” the Company by

reason of having the power to participate in the appointment of a member of the Company’s Board of Directors pursuant to Section 5.22 of this Indenture.

“After-Acquired Property” shall mean all assets and property, including to the extent permitted by law, FCC Licenses, acquired by the Company or any Guarantor after the date of this Indenture.

“Agent” means any Registrar, Paying Agent, Conversion Agent or co-registrar.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. For purposes of this definition, “Beneficially Owns” and “Beneficially Owned” shall have a correlative meaning.

“Board of Directors” means (i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership; (iii) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and (iv) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means (i) United States dollars, (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided, that the full faith and credit of the United States is

pledged in support of those securities) having maturities of not more than six months from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thompson Bank Watch Rating of “B” or better, (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v) commercial paper having the highest rating obtainable from either Moody’s or Standard & Poor’s, in each case, maturing within six months after the date of acquisition, (vi) AAA-rated taxable securities having maturities of not more than six months including, but not limited to, auction rate securities and variable rate demand notes (for securities where the interest rate resets via a “dutch auction” or “put” mechanism, the auction date or put date will be used to determine the maturity date), (vii) U.S. corporate bonds or notes with maturities of not more than six months and having a minimum long-term credit rating of “A2” by Moody’s and “A” by Standard & Poor’s, and (viii) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (vii) of this definition.

“Change of Control” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Permitted Holder, other than any such transaction that constitutes an Asset Sale pursuant to clause (ii) of the definition thereof;

(ii) the adoption of a plan relating to the liquidation or dissolution of the Company;

(iii) the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any “Person” (as defined above) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of Parent (measured by voting power rather than number of shares) than is at the time Beneficially Owned by the Permitted Holders in the aggregate;

(iv) prior to the consummation of an initial public offering of the Company’s Class A Common Stock, the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that Parent and the Permitted Holders cease to own, directly or indirectly, an aggregate of at least 50.1% of the Voting Stock of the Company (measured by voting power rather than number of shares); and

(v) following the consummation of an initial public offering of the Company’s Class A Common Stock, the consummation of the first transaction (including, without limitation, any merger or consolidation) the result of which is that any

Person other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of the Company (measured by voting power rather than number of shares) than is at the time Beneficially Owned by the Permitted Holders in the aggregate.

“ Class A Common Stock ” means the Class A Common Stock of the Company, par value 0.0001 per share, as it exists on the date of this Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company.

“Class B Common Stock ” means the Class B Common Stock of the Company, par value 0.001 per share, as it exists on the date of this Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company.

“Collateral” shall have the same meaning as Pledged Collateral.

“Collateral Agent” shall have the meaning set forth in the Collateral Trust Agreement.

“Collateral Documents” means the Collateral Trust Agreement and the other agreements, documents, or instruments, including any financing statements, and any amendments or supplements thereto, creating, perfecting, or evidencing any Liens securing the Notes, the Note Guarantees and any other Obligation under this Indenture or the Collateral Documents.

“Collateral Trust Agreement” means the Collateral Trust Agreement dated as of the date of this Indenture by and among the Company, the Guarantors, the Trustee and the Collateral Agent, as such agreement may be amended, modified or supplemented from time to time in accordance with its terms and with this Indenture.

“Common Stock” means the Class A Common Stock and the Class B Common Stock of the Company.

“Company” means ICO North America, Inc., a Delaware corporation, and any and all successors thereto in accordance with this Indenture.

“Conversion Price” means $4.25, as of the date of this Indenture, as such amount may be adjusted from time to time pursuant to Section 4.06.

“Corporate Trust Office of the Trustee” shall be 101 Barclay Street, Floor 8W, New York, N.Y. 10286, attention: Corporate Trust Administration, or such other address as to which the Trustee may give notice to the Company.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 5.07 of this Indenture. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of hereof shall be the maximum amount that the Company and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Escrow Agreement” shall mean the Escrow Agreement dated as of the date of this Indenture by and among the Company and The Bank of New York, as escrow agent thereunder, as such agreement may be amended, modified or supplemented from time to time, in accordance with its terms and the terms of this Indenture.

“Escrowed Interest” shall mean cash equal the amount sufficient for the Company to fully pay the initial four interest payments on the Notes, with the first such interest payment date being February 15, 2006, which the Company shall have deposited into the escrow account under the Escrow Agreement on the date of this Indenture.

“Event of Loss” means any loss of, destruction of or damage to, or any condemnation or other governmental taking of any property of the Company or any of its Subsidiaries in any single occurrence or series of related occurrences that involves assets having a Fair Market Value of at least $1.0 million.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“ FCC ” means the U.S. Federal Communications Commission, or any successor entity.

“FCC License” means any license, authorization, approval, or permit, granted by the FCC pursuant to the Communications Act of 1934, as amended, to the Company or its Subsidiaries, whether for or in connection with the construction and/or operation of any System, including, without limitation, the MSS/ATC FCC License and similar authorizations.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and the Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Government Securities” means securities that are direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities, or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantor” means each Subsidiary of the Company on the date of this Indenture, and each other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture, in each case, together with their respective successors and assigns, unless and until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, (ii) other agreements or arrangements designed to manage interest rates or interest rate risk, and (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“Indebtedness” means with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of banker’s acceptances; (iv) representing Capital Lease Obligations; (v) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or (vi) representing any Hedging Obligations; if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person

prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with its terms.

“Initial Notes” means $650.0 million aggregate principal amount of Notes issued under this Indenture on the date of this Indenture.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition in such Subsidiary. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Subsidiary in such third Person.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment under this Indenture are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment under this Indenture, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“License Subsidiary” shall mean any Subsidiary of the Company that holds any FCC License.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“ Moody’s ” means Moody’s Investors Services, Inc.

“ MSS/ATC FCC License ” means any earth station, space station, service or other authorization issued by the FCC for (i) the provision of Mobile Satellite Service, as defined by the FCC, in the 2 Ghz frequency band over a satellite system owned by the Company or its

Subsidiaries, or (ii) the provision of an Ancillary Terrestrial Component, as defined by the FCC, in conjunction with such Mobile Satellite Service.

“Multiple” initially means 1.40, and shall increase by 0.05 on the 90 ^th day following the second anniversary of the date of this Indenture, and by an additional 0.05 each 90 days thereafter, up to a maximum of 1.60.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale) or any Event of Loss (including, without limitation, any insurance proceeds in respect thereof), net of (i) the direct costs relating to such Asset Sale or Event of Loss, including, without limitation, legal, accounting and investment banking fees, sales commissions, relocation expenses incurred as a result of the Asset Sale or Event of Loss, and taxes paid or payable as a result of the Asset Sale or Event of Loss after taking into account any available tax credits or deductions and any tax sharing arrangements, (ii) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under the Working Capital Facility, secured by a Lien on the asset or assets of higher priority than the Lien securing the Notes or the Note Guarantees that were the subject of such Asset Sale or Event of Loss, and (iii) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s payment obligations under this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering” means the offering of the Notes by the Company.

“Officer” means, with respect to any Person, the Chair of the Board, the Vice Chair of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 14.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 14.05 hereof. The counsel may be internal or external counsel to the Company or counsel to the Trustee.

“Parent” means ICO Global Communications (Holdings) Limited.

“Permitted Business” means the business of the Company and its Subsidiaries as described in the Confidential Information Memorandum dated July 2005 used by the Company in connection with the offer and sale of the Notes.

“Permitted Holders” means Eagle River Investments LLC and any investment fund managed and controlled by Eagle River Investments LLC.

“Permitted Investments” means (i) any Investment in the Company or in a Subsidiary of the Company; (ii) any Investment in Cash Equivalents; (iii) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment: (a) such Person becomes a Subsidiary of the Company; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Subsidiary of the Company; (iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 5.10 hereof; (v) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (vi) any Investments received in compromise or resolution of litigation, arbitration or other disputes; (vii) Investments represented by Hedging Obligations; (viii) loans or advances to employees made in the ordinary course of business of the Company or any Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding; and (ix) repurchases of the Notes, including the related Note Guarantees.

“Permitted Liens” means (i) subject to the terms of the Collateral Trust Agreement, Liens on assets of the Company or any of its Subsidiaries securing Indebtedness and other Obligations under the Working Capital Facility that was permitted to be incurred pursuant to clause (i) of the definition of Permitted Debt and/or securing Hedging Obligations related thereto, which Liens may be higher in priority to the Liens securing Obligations under the Notes, this Indenture and the Note Guarantees; (ii) Liens securing Indebtedness and other Obligations under this Indenture, the Notes and the Note Guarantees, permitted to be incurred pursuant to clause (ii) of the definition of “Permitted Debt”, which Liens shall be equal or lower in priority to any other Liens incurred pursuant to this clause (ii) to secure the Notes; (iii) Liens in favor of the Company or any Guarantor; (iv) Liens to secure the performance of statutory obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (v) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (vi) Liens imposed by law, such as carriers’, warehousemen’s, materialmans’, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; and (vii) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness); provided that (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; (iii) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and (iv) such Indebtedness is incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, or government or other entity.

“Pledged Collateral” means any assets of the Company or any Guarantor or any other Person defined as “Pledged Collateral” or “Collateral” in any Collateral Document.

“Pro Rata Amount” means, with respect to any Holder, a fraction, the numerator of which is the aggregate principal amount of Notes held by such Holder and the denominator of which is the aggregate principal amount of Notes outstanding.

“Qualifying Event” means certification by the Company or its Subsidiaries to the FCC of the full operational status of a satellite and its associated system under the requirements of the Company’s MSS/ATC FCC License.

“Qualifying Private Offering” means a bona fide sale of Class A Common Stock of the Company, or a security convertible into or exchangeable for Class A Common Stock of the Company, to a person who, prior to such sale, is not an Affiliate of the Company, which sale generates no less than $200.0 million in gross proceeds to the Company.

“Qualifying Public Offering” means: (i) a registered bona fide public offering of the Company’s Class A Common Stock, other than any such offering registered on Form S-4 or Form S-8, at a price per share at least equal to the then-effective Multiple times the then effective Conversion Price and that generates gross proceeds to the Company of at least $100.0 million; or (ii) the first day on which the Company’s Class A Common Stock (a) is listed on a national securities exchange or the Nasdaq National Market; (b) has a public float of at least $300.0 million (excluding shares held by Affiliates of the Company), and (c) for the preceding twenty

consecutive trading days on the principal national securities exchange or the Nasdaq National Market on which it trades, has had (1) a closing sale price at least equal to the then-effective Multiple times the then effective Conversion Price, and (2) a daily trading volume for each such trading day which, when multiplied by the closing sale price for such trading day, equals at least $13.0 million.

“Qualifying Sale” means a bona fide sale of at least a majority of the fully diluted Class A Common Stock of the Company to a person who, prior to such sale, is not an Affiliate of the Company, for an aggregate purchase price of at least $500.0 million.

“Registration Rights Agreement” means the several Registration Rights Agreements dated as of the date of this Indenture among the Company and the purchasers of the Initial Notes identified therein, as such agreements may be amended, modified or supplemented from time to time in accordance with their terms and this Indenture.

“Regulation S” means Regulation S promulgated under the Securities Act (or any successor provision promulgated by the SEC).

“Responsible Officer”, when used with respect to the Trustee, means any vice president, assistant vice president, assistant treasurer, trust officer or any other officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Rule 144” means Rule 144 promulgated under the Securities Act (or any successor provision promulgated by the SEC).

“Rule 144A” means Rule 144A promulgated under the Securities Act (or any successor provision promulgated by the SEC).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Standard & Poor’s” means Standard & Poor’s Corporation.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and

will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“System” means assets constituting a commercial radio communications system authorized by the FCC pursuant to the Communications Act of 1934, as amended, including any license or authorization, and the network, marketing, distribution, sales, customer interface and any operations related thereto.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Trading Day” means (i) if the Class A Common Stock is quoted on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, days on which trades may be effected through such system, (ii) if the Class A Common Stock is listed or admitted for trading on any national or regional securities exchange, days on which such national or regional securities exchange is open for business, or (iii) if the Class A Common Stock is not listed on a national or regional securities exchange or quoted on the Nasdaq National Market or any other system of automated dissemination of quotation of securities prices, days on which the Class A Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Class A Common Stock are available.

“Trustee” means The Bank of New York until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness.

“Working Capital Facility” means one or more debt facilities with banks or other institutional lenders providing for revolving credit loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

Section 1.02. Other Definitions.

Term		Defined in Section

“Affiliate Transaction”		5.11
“Asset Sale”		5.10
“Authentication Order”		2.02
“Change of Control Offer”		5.15
“Change of Control Payment Date”		5.15
“Change of Control Payment”		5.15
“clause (1) debt notice”		5.09
“clause (1) equity notice”		5.21
“clause (2) debt notice”		5.09
“clause (2) equity notice”		5.21
“clause (a) debt holder”		5.09
“clause (a) equity holder”		5.21
“clause (b) debt holder”		5.09
“clause (b) equity holder”		5.21
“clause (c) debt allocation round”		5.09
“clause (c) debt holder”		5.09
“clause (c) equity allocation round”		5.21
“clause (c) equity holder”		5.21
“Conversion Agent”		2.03
“Conversion Date”		4.02
“Conversion Price”		4.01
“Conversion Securities”		4.01
“Covenant Defeasance”		9.03
“Current Market Price”		4.06
“Event of Default”		7.01
“Excess Proceeds Offer”		3.02
“Excess Proceeds”		5.10
“Expiration Date”		4.06
“Expiration Time”		4.06
“FCC Implementation Milestone”		5.03
“ICO License Modification Order”		5.03
“incur”		5.09
“Legal Defeasance”		9.02
“Legend”		2.13
“new Indebtedness”		5.09
“Offer Amount”		3.02
“Offer Period”		3.02
“Paying Agent”		2.03
“Payment Default”		7.01
“Permitted Debt”		5.09
“Purchase Date”		3.02

Term		Defined in Section

“Registrar”		2.03
“Restricted Payments”		5.07

Section 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes and the Note Guarantees;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04. 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;

(c) “or” is not exclusive;

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

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

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

ARTICLE 2.
THE NOTES

Section 2.01. Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

Section 2.02. Execution and Authentication.

Two Officers shall sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall, upon a written order of the Company signed by two Officers (an “ Authentication Order ”) accompanied by an Officers’ Certificate, authenticate Notes for original issue up to the aggregate principal amount of $650.0 million plus any Additional Notes permitted to be issued in lieu of cash interest payments on the Initial Notes as permitted by Section 5.09 hereof and paragraph “1. Interest” in the Form of Note. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03. Registrar, Paying Agent and Conversion Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”), an office or agency where Notes may be presented for payment (“ Paying Agent ”), and an office or agency where the Notes may be presented for conversion (“ Conversion Agent ”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents and conversion agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent, and the term

“Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints the Trustee to act as the Registrar, Paying Agent and Conversion Agent.

Section 2.04. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06. Transfer and Exchange.

(a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Note is presented to a Registrar with a request to register a transfer thereof or to exchange such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however , that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, an appropriately completed certificate of transfer in the form attached as Exhibit B hereto, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Notes of a like

aggregate principal amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto other than any tax or other governmental charge payable upon any exchange or transfer pursuant to Section 2.10, 2.13(a), 3.2, 5.10, 5.15 and 10.05.

(b) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for repurchase under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for repurchase in whole or in part, except the unpurchased portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date set forth on the face of such Note.

(c) All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes.

(e) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment by such Holder of its Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(g) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(i) Notwithstanding anything in this Indenture or the Notes to the contrary, prior to an initial public offering of the Common Stock of the Company, so long as no Default or Event of Default has occurred or is continuing, Holders of the Notes shall be required to obtain the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned

or delayed), prior to the sale, disposition or other transfer of any Note or any rights associated with any Note, in whole or in part, to any Person other than to an Affiliate of a Holder, another Holder, or to Jefferies & Co. or UBS Securities LLC (who shall become Holders of the Notes for purposes of this Indenture upon such purchase); provided that, so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right, exercisable in its sole discretion, to restrict and expressly prohibit any sale, disposition or other transfer of any Note from any Holder to any competitor of the Company in the mobile satellite wireless telecommunications industry (or any Subsidiary or other entity controlled by such competitor); and the Holders of all Notes shall be deemed to have consented to the foregoing restriction on sale, disposition or transfer.

Section 2.07. Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee, except for those canceled by it, those converted pursuant to Article 4, those delivered to it for cancellation, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 5.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a repurchase date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11. Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange, payment or conversion. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement, cancellation or conversion and shall dispose of canceled Notes (subject to the record retention requirement of the Exchange Act). The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation, or that any Holder has converted pursuant to Article 4 hereof.

Section 2.12. Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful and in accordance with the provisions of the Collateral Trust Agreement, if applicable, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 5.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13. Legend; Additional Transfer and Exchange Requirements.

(a) If Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the legends set forth on the forms of Notes attached hereto as Exhibit A (collectively, the “ Legend ”), or if a request is made to remove the Legend on a Note, (i) the Notes so issued shall bear the Legend, or (ii) the Legend shall not be removed, as the case may be, unless in the case of clause (ii) there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel if requested by the Company or such Registrar, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Notes are not “restricted” within the meaning of Rule 144 under the Securities Act; provided that no such evidence need be supplied in connection with the sale of such Note pursuant to a registration statement that is effective at the time of such sale. Upon (1) provision of such satisfactory evidence if requested, or (2) notification by the Company to the Trustee and Registrar of the sale of such Note pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.

(b) No transfer of a Note to any Person shall be effective under this Indenture or the Notes unless and until such Note has been registered in the name of such Person.

(c) Subject to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the Legend. Whenever any restricted Note is presented or surrendered for registration of transfer or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate of transfer in the form attached as Exhibit B hereto, dated the date of such surrender and signed by the Holder of such Note, as to compliance with any applicable restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not so accompanied by a properly completed certificate.

(d) The restrictions imposed by the Legend upon the transferability of any Note shall cease and terminate when such Note has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Note as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to the Registrar in accordance with the provisions of this Section 2.13 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by, if requested by the Company or the Registrar, an Opinion of Counsel reasonably acceptable to the Company and addressed to the Company in form acceptable to the Company, to the effect that the transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Notes

under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement.

(e) No transfer of a Note to any Person shall be effective under this Indenture or the Notes if such transfer would, in the reasonable judgment of the Company, require the Company or any of its Subsidiaries to become subject to the reporting requirements under the Exchange Act.

As used in the preceding Subsections 2.13(c) and (d), the term “transfer” encompasses any sale, pledge, transfer, hypothecation or other disposition of any Note.

Section 2.14. CUSIP Numbers.

The Company in issuing the Notes may use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption or purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE 3.
REDEMPTION AND PREPAYMENT

Section 3.01. Redemption.

The Notes are not redeemable at the option of the Company or any Holder prior to their Stated Maturity. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.02. Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Holders of Notes and to all holders of other secured Indebtedness that is pari passu in right of payment and as to security interests with the Notes and that contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu secured Indebtedness that may be purchased out of the Excess Proceeds (an “ Excess Proceeds Offer ”), it shall follow the procedures specified below.

The Excess Proceeds Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “ Offer Period ”). As promptly as practicable and no later than three Business Days after the termination of the Offer Period (the “ Purchase Date ”), the Company shall

purchase the principal amount of Notes required to be purchased pursuant to Section 5.10 hereof (the “ Offer Amount ”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer.

Upon the commencement of an Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds Offer. The Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state:

(a) that the Excess Proceeds Offer is being made pursuant to this Section 3.02 and Section 5.10 hereof and the length of time the Excess Proceeds Offer shall remain open;

(b) the Offer Amount, the purchase price and the Purchase Date;

(c) that any Note not tendered or accepted for payment shall continue to accrue interest;

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Purchase Date;

(e) that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(f) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice no later than the expiration of the Offer Period prior to the Purchase Date;

(g) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.02. If the aggregate principal amount of Notes and other pari passu secured Indebtedness tendered into such Excess Proceeds Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu secured Indebtedness to be purchased on a pro rata basis. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Excess Proceeds Offer on the Purchase Date.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to any Excess Proceeds Offer.

ARTICLE 4.
CONVERSION

Section 4.01. Conversion Privilege.

(a) Conversion at the Option of the Holder. (1) Subject to the further provisions of this Article 4 and paragraph 9 in the Form of Note, a Holder of a Note may convert such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into such number (rounded to the nearest whole number) of fully paid and nonassessable shares of Class A Common Stock of the Company as is determined by dividing the principal amount thereof, plus, if such conversion occurs following payment of the fourth semi-annual interest payment, accrued and unpaid interest to the Conversion Date, by the Conversion Price in effect at the time of such conversion; provided, however , that if such Note is presented for purchase pursuant to Section 3.02 or Section 5.15, such conversion right shall terminate at the date such Note is purchased pursuant to an Express Proceeds Offer or a Change of Control Offer, as the case may be, for such Note or such earlier date as the Holder presents such Note for purchase (unless the Company shall default in making the Excess Proceeds Offer payment or the Change of Control purchase price payment, as the case may be, when due, in which case the conversion

right shall terminate at the close of business on the date such Default is cured and such Note is purchased).

(2) Subject to the further provisions of this Article 4 and paragraph 9 in the terms of the Form of Note, in the event the Company (i) reclassifies or changes its Class A Common Stock (other than changes resulting from a subdivision or combination) or (ii) consolidates or combines with or merges into any Person or sells or conveys to another Person all or substantially all of its property and assets, and the holders of the Company’s Class A Common Stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their Class A Common Stock, the Holders may convert their Notes into the consideration they would have received if they had converted their Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyance (the “ Conversion Securities ”).

(b) Automatic Conversion into the Company’s Class A Common Stock. Subject to the further provisions of this Article 4 and paragraph 9 in the terms of the Form of Note, each Note then outstanding shall automatically be converted into shares of the Company’s Class A Common Stock (or Conversion Securities, if applicable), at the Conversion Price then in effect upon any of the following:

(1) the written consent of Holders owning two-thirds in principal amount of the outstanding Notes (including any Additional Notes);

(2) consummation of a Qualifying Public Offering if the Company’s Class A Common Stock (or Conversion Securities, if applicable) to be issued to the Holders (w) would not be “restricted securities” (as defined in Rule 144) or is otherwise freely transferable without restriction pursuant to an effective shelf registration statement under the Securities Act and (x) is listed on a national securities exchange or the Nasdaq National Market; and

(3) consummation of a Qualifying Private Offering or Qualifying Sale if (y) the Company has offered to repurchase each outstanding Note at a repurchase price at least equal to the Multiple times the principal amount thereof, plus accrued and unpaid interest and (z) the Company’s Class A Common Stock (or Conversion Securities, if applicable) to be issued to Holders (A) would not be “restricted securities” (as defined in Rule 144) or is otherwise freely transferable without restriction pursuant to an effective shelf registration statement under the Securities Act and (B) is listed on a national securities exchange or the Nasdaq National Market.

Notwithstanding anything in this Indenture to the contrary, to the extent that the Company is otherwise obligated to make a Change of Control Offer pursuant to Section 5.15 hereof following a Qualifying Private Offering or a Qualifying Sale, the Company may, at its option, combine such Change of Control Offer with the offer contemplated by clause (3) in the immediately preceding paragraph, in which case the applicable repurchase price shall be the higher of the repurchase price required by the Change of Control Offer and the repurchase price required by such preceding clause (3).

(c) Additional Automatic Conversion . Subject to the further provisions of this Article 4 and paragraph 9 in the terms of the Form of Note, each Note then outstanding shall automatically be converted into Conversion Securities at the Conversion Price then in effect if:

(1) the Notes are then convertible only into such Conversion Securities (or a combination of Conversion Securities and cash); and

(2) such Conversion Securities:

(i) would not be “restricted securities” (as defined in Rule 144) or are otherwise freely transferable without restriction pursuant to an effective shelf registration statement under the Securities Act,

(ii) are listed on a national securities exchange or the Nasdaq National Market,

(iii) have a public float of at least $300.0 million (excluding securities held by Affiliates of the issuer of such Conversion Securities) and

(iv) for the preceding twenty consecutive Trading Days on the principal national securities exchange or the Nasdaq National Market on which such Conversion Securities trade, have had

(A) an average per-security closing sale price that, when multiplied by the number of such Conversion Securities and added to the amount of cash, if any, receivable upon such conversion (excluding any such cash in respect of accrued and unpaid interest), would equal the then-effective Multiple times the principal amount (including converted interest, if any) of such Note; and

(B) a daily trading volume for each such Trading Day which, when multiplied by the closing sale price for such Trading Day, equals at least $13.0 million.

(d) The provisions of this Indenture that apply to the conversion of all of a Note also apply to the conversion of a portion of a Note.

(e) A Note in respect of which a Holder has delivered an “Option of Holder to Elect Purchase” form exercising the option of such Holder to require the Company to purchase such Note pursuant to an Excess Proceeds Offer or a Change of Control Offer may be converted only if such form is withdrawn by a written notice of withdrawal delivered to a Paying Agent no later than the expiration of the Offer Period in accordance with Section 3.02 or Section 5.15, as applicable.

(f) If a Note is converted on or after a record date for an interest payment but prior to the corresponding interest payment date, the Holder will be required to pay the Company, at the time it surrenders such Note for conversion, the amount of interest on such Notes it will receive on the interest payment date corresponding to the period commencing on such conversion date and ending on such interest payment date. Notwithstanding the foregoing, if a

Note is converted prior to payment of the fourth semi-annual interest payment, such Holder shall be entitled to receive, in addition to the Company’s Class A Common Stock (or other securities or assets as provided for in this Section 4.01) issuable upon such conversion, a cash payment equal to the entire remaining Escrowed Interest applicable to such Note.

(g) A Holder of Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Notes to Class A Common Stock, and only to the extent such Notes are deemed to have been converted into Class A Common Stock pursuant to this Article 4.

Section 4.02. Conversion Procedure .

To convert a Note, a Holder must (a) complete and manually sign the conversion notice on the back of the Note and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the “ Conversion Date ”. As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Class A Common Stock (or Conversion Securities, if applicable) issuable upon the conversion.

The person in whose name the Class A Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however , that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock (or Conversion Securities, as applicable) upon such conversion as the record holder or holders of such shares of Class A Common Stock (or Conversion Securities, as applicable) on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock (or Conversion Securities, as applicable) as the record holder or holders thereof for all purposes at the close of business on the next succeeding Business Day on which such stock transfer books are open; provided, further , that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Class A Common Stock (or Conversion Securities, as applicable) issued upon conversion of a Note.

Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Section 4.03. Intentionally Omitted.

Section 4.04. Taxes on Conversion.

If a Holder converts a Note, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Class A Common Stock (or Conversion Securities, as applicable) upon such conversion. However, the Holder shall pay any such tax

which is due because the Holder requests the securities to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation.

Section 4.05. Company to Provide Stock .

The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Class A Common Stock (or Conversion Securities, as applicable), a sufficient number of shares of Class A Common Stock (or Conversion Securities, as applicable) to permit the conversion of all outstanding Notes into shares of Class A Common Stock (or Conversion Securities, as applicable).

All shares of Class A Common Stock (or Conversion Securities, as applicable) delivered upon conversion of the Notes shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company will endeavor promptly to comply with all federal and state securities laws regulating the offer and delivery of shares of Class A Common Stock (or Conversion Securities, as applicable) upon conversion of Notes, if any, and will list or cause to have quoted such shares of Class A Common Stock (or Conversion Securities, as applicable) on each national securities exchange or on The Nasdaq National Market or other over-the-counter market or such other market on which the Class A Common Stock (or Conversion Securities, as applicable) is then listed or quoted; provided, however , that if rules of such automated quotation system or exchange permit the Company to defer the listing of such Class A Common Stock (or Conversion Securities, as applicable) until the first conversion of the Notes into Class A Common Stock (or Conversion Securities, as applicable) in accordance with the provisions of this Indenture, the Company covenants to list such Class A Common Stock (or Conversion Securities, as applicable) issuable upon conversion of the Notes in accordance with the requirements of such automated quotation system or exchange at such time.

Section 4.06. Adjustment of Conversion Price .

The Conversion Price shall be adjusted from time to time by the Company as follows:

(1) In case the Company shall (A) pay a dividend on its Class A Common Stock in shares of Class A Common Stock, (B) make a distribution on its Class A Common Stock in shares of Class A Common Stock, (C) subdivide its outstanding Class A Common Stock into a greater number of shares, or (D) combine its outstanding Class A Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Note thereafter surrendered for conversion shall be entitled to receive that number of shares of Class A Common Stock which it would have owned had such Note been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (1) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination.

(2) In case the Company shall distribute rights, options or warrants to all or substantially all holders of its Class A Common Stock entitling them (for a period of not more than 60 days after such issuance) to subscribe for or purchase shares of Class A Common Stock (or securities convertible into or exercisable or exchangeable for Class A Common Stock) at a price per share (or having a conversion, exercise or exchange price per share) less than the Current Market Price per share of Class A Common Stock (as determined in accordance with subsection (7) of this Section 4.06(a)) on the record date for the determination of stockholders entitled to receive such rights, options or warrants (or if no record date is fixed, the Business Day immediately prior to the date of announcement of such issuance) (treating the conversion, exercise or exchange price per share of the securities convertible into or exercisable or exchangeable for Class A Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exercisable or exchangeable for Class A Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into or exercise or exchange of such security for Class A Common Stock divided by (y) the number of shares of Class A Common Stock initially underlying such security), the Conversion Price in effect immediately prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which:

(A) the numerator shall be the number of shares of Class A Common Stock outstanding on the close of business on such record date (or if no record date is fixed, the date immediately prior to the date of announcement of such issuance), plus the number of shares which the aggregate offering price of the total number of shares of Class A Common Stock so offered (or the aggregate conversion, exercise or exchange price of the securities so offered, which shall be determined by multiplying the number of shares of Class A Common Stock issuable upon conversion, exercise or exchange of such securities by the applicable conversion, exercise or exchange price per share of Class A Common Stock pursuant to the terms of such securities) would purchase at the Current Market Price per share (as defined in subsection (7) of this Section 4.06(a)) of Class A Common Stock on such record date; and

(B) the denominator shall be the number of shares of Class A Common Stock outstanding on the close of business on such record date with respect to such distribution (or if no record date is fixed, the date immediately prior to the date of announcement of such issuance), plus the number of additional shares of Class A Common Stock offered (or into which the securities so offered are convertible, exchangeable or exercisable).

Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights, options or warrants are exercisable not all rights, option or warrants shall have been exercised, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Class A Common Stock actually issued (or the number of shares of Class A Common Stock issuable upon conversion of convertible securities actually issued).

(3) (i) In case the Company shall distribute to all or substantially all holders of its Class A Common Stock any shares of capital stock of the Company (other than Class A Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (A) dividends or distributions paid exclusively in cash or (B) dividends or distributions referred to in subsection (1) of this Section 4.06(a)), or shall distribute to all or substantially all holders of its Class A Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (2) of this Section 4.06(a)) and also excluding the distribution of rights to all holders of Class A Common Stock pursuant to a Rights Plan (as defined below) adopted before the date of this Indenture), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which:

(A) the numerator shall be Current Market Price per share (as defined in subsection (7) of this Section 4.06(a)) of the Class A Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants applicable to one share of Class A Common Stock (determined on the basis of the number of shares of Class A Common Stock outstanding on the record date); and

(B) the denominator shall be the Current Market Price per share (as defined in subsection (7) of this Section 4.06(a)) of the Class A Common Stock on such record date.

Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

(ii) In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Class A Common Stock is equal to or greater than the Current Market Price per share of the Class A Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made prior to the time the foregoing adjustment could otherwise be made in a writing delivered to the Trustee and the Holders so that each Holder of a Note shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants such Holder would have received had such holder converted each Note on such record date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.06(a)(3) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Class A Common Stock.

Notwithstanding the foregoing, if the securities distributed by the Company to all or substantially all holders of its Class A Common Stock consist of capital stock of, or similar equity interests in, a Subsidiary or other business unit, the Conversion Price shall be decreased so that the same shall be equal to the price determined by multiplying the Conversion Price in effect on the record date with respect to such distribution by a fraction:

(A) the numerator of which shall be the average Closing Price of one share of Class A Common Stock over the Spinoff Valuation Period (as defined below), such adjustment to become effective immediately prior to the opening of business on the fifteenth Trading Day after the date on which “ex-dividend trading” commences; and

(B) the denominator of which shall be the sum of (x) the average Closing Price of one share of Class A Common Stock over the ten consecutive Trading Day period (the “Spinoff Valuation Period”) commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences on the Class A Common Stock on the Nasdaq National Market or such other national or regional exchange or market on which the Class A Common Stock is then listed or quoted and (y) the average Closing Price over the Spinoff Valuation Period of the portion of the securities so distributed applicable to one share of Class A Common Stock.

In lieu of the foregoing, the Company may at the time of the public announcement of such distribution elect in a writing provided to the Trustee and the Holders to reserve the pro rata portion of such Notes so that each Holder of securities shall have the right to receive upon conversion the amount of such shares of capital stock or similar equity interests of such Subsidiary or business unit that such Holder of Notes would have received if such Holder of Notes had converted such Notes on the record date with respect to such distribution.

(iii) With respect to any rights (the “ Rights ”) that may be issued or distributed pursuant to any rights plan of the Company (any Rights that may be issued pursuant to any rights plan being referred to as, a “ Rights Plan ”), upon conversion of the Notes into Class A Common Stock, to the extent that such Rights Plan is in effect upon such conversion, the holders of Notes will receive, in addition to the Class A Common Stock, the Rights described therein (whether or not the Rights have separated from the Class A Common Stock at the time of conversion), subject to the limitations set forth in any such Rights Plan. If the Rights Plan provides that upon separation of rights under such plan from the Class A Common Stock that the Holders would not be entitled to receive any such rights in respect of the Class A Common Stock issuable upon conversion of the Notes, the Conversion Price will be adjusted as provided in this Section 4.06(a) (with such separation deemed to be the distribution of such rights), subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.06(a)(3).

(iv) Rights, options or warrants (other than rights issued pursuant to a Rights Plan) distributed by the Company to all or substantially all holders of Class A Common Stock entitling

the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “ Trigger Event ”): (i) are deemed to be transferred with such shares of Class A Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Class A Common Stock (including issuances of Class A Common Stock upon conversion of the Notes), shall be deemed not to have been distributed for purposes of this Section 4.06 (and no adjustment to the Conversion Price under this Section 4.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 4.06(a)(3). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 4.06 was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed, purchased by the Company or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption, purchase by the Company or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Class A Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all or substantially all holders of Class A Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued.

(4) In case the Company shall, by dividend or otherwise, at any time distribute (a “ Triggering Distribution ”) to all or substantially all holders of its Class A Common Stock cash, the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Business Day immediately preceding the day on which such Triggering Distribution is declared (a “ Determination Date ”) by a fraction of which:

(A) the numerator shall be the Current Market Price per share of the Class A Common Stock (as determined in accordance with subsection (7) of this Section 4.06(a)) on the Determination Date less the sum of the Triggering Distribution applicable to one share of Class A Common Stock (determined on the basis of the number of shares of Class A Common Stock outstanding on the Determination Date); and

(B) the denominator shall be such Current Market Price per share of the Class A Common Stock (as determined in accordance with subsection (7) of this Section 4.06(a)) on the Determination Date.

Such decrease to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid.

(5) In case the Company or any of its Subsidiaries shall purchase any shares of the Class A Common Stock by means of tender offer, then immediately prior to the opening of business on the day after the last date (the “ Expiration Date ”) tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the “ Expiration Time ”), the Conversion Price shall be decreased so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Expiration Date by a fraction of which:

(A) the numerator shall be the product of the number of shares of Class A Common Stock outstanding (including Purchased Shares but excluding any shares held in the treasury of the Company) immediately prior to the Expiration Time multiplied by the Current Market Price per share of the Class A Common Stock (as determined in accordance with subsection (7) of this Section 4.06(a)) on the Trading Day next succeeding the Expiration Date; and

(B) the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “ Purchased Shares ”) and (y) the product of the number of shares of Class A Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) immediately prior to the Expiration Time and the Current Market Price per share of Class A Common Stock (as determined in accordance with subsection (7) of this Section 4.06(a)) on the Trading Day next succeeding the Expiration Date.

For purposes of this Section 4.06(a)(5), the aggregate consideration in any such tender offer shall equal the sum of the aggregate amount of cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent) of any other consideration payable in such tender offer. Such decrease will become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.06(a)(5)(B) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for

such tender offer under this Section 4.06(a)(5)(B). For purposes of this Section 4.06(a)(5), the term “tender offer” shall mean and include both tender offers and exchange offers, all references to “purchases” of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.

(6) If, on the second anniversary of the date of this Indenture, a Qualifying Public Offering has not yet occurred, the then-effective Conversion Price shall automatically be decreased so that, immediately after giving effect to such decrease, Holders of the then-outstanding Notes will, in the aggregate, be entitled to convert such Notes into a number of shares of Class A Common Stock equal to the sum of (a) the aggregate number of shares of Class A Common Stock into which such Notes were convertible immediately prior to such decrease, plus (b) a number of shares of Class A Common Stock equal to 2.0% of the then-fully diluted number of outstanding shares of Common Stock. For purposes of this clause (6), the then-fully diluted number of outstanding shares of Common Stock shall equal (i) the aggregate number of shares of Common Stock then outstanding, plus (ii) the aggregate number of shares of Class A Common Stock into which the then-outstanding Notes are convertible immediately prior to giving effect to the adjustment set forth in this clause (6), plus (iii) the aggregate number of shares of Common Stock into which all other options, warrants and other securities convertible into or exercisable or exchangeable for shares of Common Stock may be converted, exercised or exchanged.

(7) For the purpose of any computation under subsections (2) and (3) of this Section 4.06(a), the current market price (the “ Current Market Price ”) per share of Class A Common Stock on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive Trading Days commencing 11 Trading Days before (A) the Determination Date or the Expiration Date, as the case may be, with respect to distributions or tender offers under subsection (3) of this Section 4.06(a) or (B) the record date with respect to distributions, issuances or other events requiring such computation under subsection (3) or (4) of this Section 4.06(a). The closing price (the “ Closing Price ”) for each day shall be the last reported sales price or, in case no such reported sale takes place on such date, the average of the reported closing bid and asked prices in either case on the Nasdaq National Market or, if the Class A Common Stock is not listed or admitted to trading on the Nasdaq National Market, on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if not listed or admitted to trading on the Nasdaq National Market or any national securities exchange, the last reported sales price of the Class A Common Stock as quoted on Nasdaq or, in case no reported sales takes place, the average of the closing bid and asked prices as quoted on Nasdaq or any comparable system or, if the Class A Common Stock is not quoted on Nasdaq or any comparable system, the closing sales price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. If no such prices are available, the Current Market Price per share shall be the fair value of a share of Class A Common Stock as reasonably determined by the Board of Directors (which shall be evidenced by an Officers’ Certificate delivered to the Trustee), in consultation

with a financial advisor the Company determines in good faith is reasonably proficient in valuing equity interests.

(8) In any case in which this Section 4.06 shall require that an adjustment be made following a record date or a Determination Date or Expiration Date, as the case may be, established for purposes of this Section 4.06, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 4.6) issuing to the Holder of any Note converted after such record date or Determination Date or Expiration Date the shares of Class A Common Stock and other capital stock of the Company issuable upon such conversion over and above the shares of Class A Common Stock and other capital stock of the Company issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by the Company of the right to receive such shares. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the record date or Determination Date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or such effective date or Determination Date or Expiration Date had not occurred.

For purposes of this Section 4.06, “record date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Class A Common Stock have the right to receive any cash, securities or other property or in which the Class A Common Stock (or other applicable security) is exchanged or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, security or other property (whether or not such date is fixed by the Board of Directors or by statute, contract or otherwise).

Section 4.07. No Adjustment .

No adjustment need be made for (a) issuances of Class A Common Stock upon conversion of any Class B Common Stock or pursuant to a Company plan for reinvestment of dividends or interest or (b) a change in the par value or a change to no par value of the Class A Common Stock.

Section 4.08. Adjustment for Tax Purposes .

The Company shall be entitled to make such decreases in the Conversion Price, in addition to those required by Section 4.06, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

Section 4.09. Notice of Conversion Price Adjustment .

Whenever the Conversion Price or conversion privilege is adjusted, the Company shall promptly mail to Noteholders a notice of the adjustment and file with the Trustee an Officers’

Certificate briefly stating the facts requiring the adjustment and the manner of computing it. Unless and until the Trustee shall receive an Officers’ Certificate setting forth an adjustment of the Conversion Price, the Trustee may assume without inquiry that the Conversion Price has not been adjusted and that the last Conversion Price of which it has knowledge remains in effect.

Section 4.10. Notice of Certain Transactions .

In the event that:

(1) the Company takes any action which would require an adjustment in the Conversion Price;

(2) the Company consolidates or merges with, or transfers all or substantially all of its property and assets to, another corporation and shareholders of the Company must approve the transaction; or

(3) there is a dissolution or liquidation of the Company;

the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least ten Business Days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section 4.10.

Section 4.11. Effect of Reclassification , Consolidation, Merger or Sale on Conversion Privilege .

If any of the following shall occur, namely: (a) any reclassification or change of shares of Class A Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Class A Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Note then outstanding shall have the right to convert such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Class A Common Stock deliverable upon conversion of such Note immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash)

receivable thereupon by a holder of Class A Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances.

In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Notes upon the conversion of their Notes after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

Section 4.12. Trustee’s Disclaimer .

The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers’ Certificate including the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes, and the Trustee shall not be responsible for the Company’s failure to comply with any provisions of this Article 4.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

ARTICLE 5.
COVENANTS

Section 5.01. Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 5.02. Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.

Section 5.03. Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes or cause the Trustee to furnish to the Holders and will post on the Company’s website for public availability, within the time periods specified in the SEC’s rules and regulations, all quarterly and annual consolidated financial statements that would be required to be filed with the SEC on Forms 10-Q, 10-K and 8-K if the Company were required to file such reports. All such financial statements will be prepared in all material respects in accordance with SEC Regulation S-X and will be accompanied by: (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in substantially the form that would be required if filed with the SEC with a Form 10-Q or 10-K, as the case may be; (ii) a certification by the Company’s chief financial officer that no Default has occurred and is continuing under this Indenture; and (iii) in the case of annual financial statements, an audit report thereon by the Company’s independent public accountants.

(b) For so long as any Notes remain outstanding, the Company and the Guarantors shall

(1) subject to Section 5.03(e) below, post on the Company’s website for public availability all material information about the Company and its Subsidiaries, or about Parent, that the Company has provided to any Holder after the date of this Indenture (other than a Holder who after the date of this Indenture has entered into a confidentiality or non-disclosure agreement with the Company); provided, however, that the Company and the Guarantors shall not be obligated to post information on the Company’s website solely because such information has been disclosed to a member of the Company’s Board of Directors pursuant to Section 5.22 of this Indenture; and

(2) furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) In addition, in the event that, on or prior to June 30, 2006, Parent has not begun to file the reports with the SEC that Parent would be required to file if it were subject to the reporting requirements of section 13 or section 15(d) of the Exchange Act, the annual interest rate applicable to the Notes shall increase by 2.0% until such time as Parent has begun to file such reports.

(d) In addition, at least once each fiscal quarter, the Company shall deliver to the Trustee and to the Holders, and post on the Company’s website for public availability, an Officers’ Certificate which shall state, assuming the following is true and accurate, that to the best of the Company’s knowledge, the Company and its Subsidiaries are in compliance with all applicable FCC Implementation Milestones and all FCC rules, regulations and published policies applicable to their MSS/ATC FCC License, except to the extent that a waiver or extension has been requested, or as would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Subsidiaries taken as a whole.

(e) Notwithstanding this Section 5.03, the Company, Parent or any Guarantor shall not be required to publicly disclose any information to the extent that it is subject to a confidentiality, non-disclosure or other similar agreement prohibiting such disclosure; provided, however , that the Company and the Guarantors shall use commercially reasonable efforts not to enter into any such confidentiality agreements that would prevent its compliance with the other provisions of this Section 5.03. Additionally, notwithstanding anything in this Section 5.03 to the contrary, the Company, Parent and the Guarantors shall not be obligated to publicly disclose (or disclose in a manner reasonably likely to lead to public disclosure pursuant to Section 5.03(b) or otherwise) any confidential, non-public information relating to the FCC Licenses and FCC Implementation Milestones.

(f) As used in this Section 5.03, (x) “ FCC Implementation Milestones ” means those milestone requirements and deadlines set forth in paragraph 38 of the ordering clauses of the ICO License Modification Order, and as the requirements may be revised by the FCC from time to time and (y) “ ICO License Modification Order ” means the memorandum opinion and order issued by the FCC on May 24, 2005, as amended on June 9, 2005, that approved the modification of the MSS/ATC FCC License.

Section 5.04. Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate, one of the signatories of which is the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each obligor under the Notes and this Indenture has kept, observed, performed and fulfilled its obligations under this Indenture, the Note Guarantee, the Collateral Trust Agreement and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement and the Collateral Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement and the Collateral Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company or such obligor is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company or such obligor is taking or proposes to take with respect thereto.

(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 5.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 5 or Article 6 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Event of Default, an Officers’ Certificate specifying such Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 5.05. Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 5.06. Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 5.07. Restricted Payments.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of its Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or to the direct or indirect holders of its Equity Interests in their capacity as such, other than dividends or distributions payable (a) in Equity Interests (other than Disqualified Stock) of the Company) (b) to the Company or any Subsidiary of the Company, or (c) in the case of dividends or distributions payable by any Subsidiary of the Company, pro rata to the holders of such Subsidiary’s Equity Interests; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any of its Subsidiaries that is contractually subordinated to the Notes or any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Subsidiaries), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “ Restricted Payments ”), except as provided in the following paragraph.

So long as no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, the foregoing provisions shall not prohibit (i) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; (ii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness of the Company or its Subsidiaries that is contractually subordinated or subordinated with respect to security interests to the Notes or any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; (iii) the repurchase of Equity Interests of the Company deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; and (iv) the making of any Restricted Payment from the Company to Parent to extinguish intercompany receivables between Parent, on the one hand, and

the Company or any of its Subsidiaries, on the other hand, as contemplated on the date of the Indenture by Section 5.1(c)(ii) of the Collateral Trust Agreement.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $5.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 5.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

Section 5.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Subsidiaries or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reasons of (i) this Indenture, the Notes and the Note Guarantees; (ii) applicable law rule, regulation or order; (iii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (iv) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (v) Liens permitted to be incurred under the provisions of Section 5.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (vii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 5.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock.

The provisions of the first paragraph of this Section 5.09 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

(i) the incurrence by the Company, and the Guarantee thereof by the Guarantors, of additional Indebtedness and letters of credit under the Working Capital Facility in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company thereunder) not to exceed $40.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company to repay any Indebtedness under the Working Capital Facility and effect a corresponding permanent commitment reduction thereunder pursuant to Section 5.10 hereof;

(ii) the incurrence by the Company, and the Guarantee thereof by the Guarantors, of (a) Indebtedness represented by the Initial Notes on the date of the Indenture in an aggregate principal amount not to exceed $650 million, and (b) any Additional Notes issued as interest on such Initial Notes pursuant to the provisions described in Paragraph 1 of the Form of Note and (c) Permitted Refinancing Indebtedness in respect of any of the foregoing clauses (a) and (b);

(iii) the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred pursuant to this clause (iii) or clause (ix) (subject to the right of first offer provisions thereunder) of this paragraph;

(iv) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Subsidiaries; provided, however , that (a) such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes and the Note Guarantees and (b)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary thereof or (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, that was not permitted by this clause (iv);

(v) the issuance by any of the Company’s Subsidiaries to the Company or to any of its Subsidiaries of shares of preferred stock; provided, however, that any (a) subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Subsidiary of the Company, or (b) sale or other transfer of any such preferred stock to a Person that is not either the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an issuance of such preferred stock that was not permitted by this clause (v);

(vi) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations in the ordinary course of business (other than for speculative purposes);

(vii) the incurrence by the Company or any of its Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(viii) the incurrence by the Company or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; and

(ix) so long as no Default has occurred and is continuing and the Company has complied with the right of first offer provisions set forth in the next succeeding paragraph, the incurrence by the Company, and the Guarantee thereof by the Guarantors, of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness (subject to the right of first offer provision hereunder) incurred to renew, refund, refinance or replace, defease or discharge any Indebtedness incurred pursuant to this clause (ix), not to exceed $200.0 million, provided that (a) such Indebtedness, and the Guarantees thereof, must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes and the Note Guarantees; (b) such Indebtedness must (1) mature no earlier than 91 days after the maturity of the Notes, (2) bear cash interest (or any similar payments), if at all, in an amount not to exceed 7.5% per annum and (3) prohibit the payment of cash interest (and any similar payments) during any period in which the Company has exercised its option to pay interest on the Notes in the form of Additional Notes, or if the Company has Defaulted in the payment of interest on the Notes; and (c) a portion of the proceeds of any issuance of such Indebtedness must be applied by the Company to create an escrow account to fund at least the first two years of cash interest (and any similar payment) payable on such Indebtedness.

Prior to any issuance by the Company of any Indebtedness pursuant to clause (ix) of the definition of Permitted Debt (the “ new Indebtedness ”), the Company shall first offer to issue and sell the new Indebtedness to each Holder in accordance with the following provisions:

(1) The Company shall deliver a written notice (the “ clause (1) debt notice ”) to the Trustee and the Holders, which notice shall state:

(a) the Company’s bona fide intention to issue the new Indebtedness;

(b) the amount of the new Indebtedness to be issued by the Company; and

(c) the price, interest rate and a summary of the material terms upon which the Company proposes to issue the new Indebtedness.

(2) The Company shall negotiate in good faith with the Holders of the Notes to issue and sell to such Holders the Indebtedness indicated in the clause (1) debt notice. Within 30 days after receipt of the clause (1) debt notice, each Holder may deliver to the Company a notice (each, a “ clause (2) debt notice ”) pursuant to which such Holder irrevocably elects to purchase, at the price and on the terms negotiated pursuant to the preceding sentence, all or a specified amount of the new Indebtedness proposed to be issued according to the clause (1) debt notice. In

connection with any negotiation pursuant to the first sentence of this clause (2), Holders of a plurality of the Notes shall be entitled to control such negotiations on behalf of the Holders; provided , however , that no Holder shall be prohibited from making any bona fide offer to the Company pursuant to this clause (2).

(3) If, within 30 days after receipt of the clause (i) notice, Holders elect to purchase at least 100% of the new Indebtedness proposed to be issued in the clause (1) debt notice, then, on a date selected by the Company not less than five nor more than 20 days following the expiration date for delivery of the clause (2) debt notices, the Company shall issue, and the Holders so electing shall purchase, the new Indebtedness, provided that if Holders have elected to purchase more than 100% of the new Indebtedness proposed to be issued, the Company shall issue the new Indebtedness in accordance with the following procedures:

(a) each Holder who elected to purchase an amount of the new Indebtedness not greater than its Pro Rata Amount of the new Indebtedness (collectively, the “ clause (a) debt holders ”) shall be allocated the amount of the new Indebtedness that it elected to purchase;

(b) each Holder who elected to purchase an amount of the new Indebtedness greater than its Pro Rata Amount of the new Indebtedness (collectively, the “ clause (b) debt holders ”) shall initially be allocated an amount of the new Indebtedness equal to the lesser of (i) the amount of the new Indebtedness that such clause (b) debt holder elected to purchase and (ii) the aggregate amount of the new Indebtedness not allocated to clause (a) debt holders, multiplied by a fraction, the numerator of which is the aggregate principal amount of the Notes held by such clause (b) debt holder and the denominator of which is the aggregate principal amount of the Notes held by all clause (b) debt holders;

(c) each clause (b) debt holder who elected to purchase an amount of the new Indebtedness greater than the amount it was allocated pursuant to clause (b) (collectively, the “ clause (c) debt holders ”) shall be allocated additional amounts of the new Indebtedness in successive allocation rounds pursuant to this clause (c) where, in each such allocation round (each, a “ clause (c) debt allocation round ”), such clause (c) debt holder shall be allocated an additional amount of the new Indebtedness equal to the lesser of (i) an amount of the new Indebtedness that, when added to the amount of the new Indebtedness that such clause (c) debt holder was allocated pursuant to clause (b) above or pursuant to previous clause (c) debt allocation rounds, would not exceed the total amount of the new Indebtedness that such clause (c) debt holder elected to purchase, and (ii) the aggregate amount of the new Indebtedness not yet allocated pursuant to clause (a), clause (b) or prior clause (c) debt allocation rounds, multiplied by a fraction, the numerator of which is the aggregate principal amount of the Notes held by such clause (c) debt holder and the denominator of which is the aggregate principal amount of the Notes held by all clause (c) debt holders receiving additional allocations in such clause (c) debt allocation round.

(4) If Holders elect to purchase less than 100% of the new Indebtedness proposed to be issued in the clause (1) debt notice, then the Company may, during the 90 day period following the expiration date for delivery of the clause (2) debt notices, issue and sell the new Indebtedness on terms no less favorable to the Company than the last proposal made by Holders of the Notes to the Company pursuant to clause (2) above; provided, however, that if the Holders have elected

to purchase at least $100.0 million of the new Indebtedness, then, on a date selected by the Company not less than five nor more than 20 days following the expiration date for delivery of the clause (2) debt notices, the Company shall issue, and the Holders so electing shall purchase, such amount of the new Indebtedness, in which case the Company may only issue and sell the remaining amount of the new Indebtedness pursuant to this clause (4).

Except with respect to the payment of interest on the Notes in the form of Additional Notes, for purposes of determining compliance with this Section 5.09, the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the reclassification of preferred stock as Indebtedness due to a change in accounting principles shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock under this Section 5.09.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and.

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of (a) the Fair Market Value of such assets at the date of determination; and (b) the amount of the Indebtedness of the other Person.

Upon any replacement or refinancing of any Working Capital Facility or any Indebtedness permitted to be incurred pursuant to clause (ii) of the definition of “Permitted Debt”, or any portion thereof, with a lender that does not become a party to the Collateral Trust Agreement, the Trustee shall enter into an intercreditor or collateral trust agreement with such lender with terms that are not in any respect more adverse to the Holders of Notes than those contained in the Collateral Trust Agreement.

For purposes of determining compliance with this Section 5.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (ix) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 5.09 and such item of Indebtedness shall be treated as having been incurred pursuant to only one of such clauses. Accrual of interest shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 5.09.

Section 5.10. Asset Sales and Events of Loss.

The Company shall not, and shall not permit any of its Subsidiaries to:

(i) sell, lease, convey or otherwise dispose of any assets or rights other than the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; or

(ii) notwithstanding the foregoing clause (i) to the contrary, lease or otherwise contractually transfer the right to use all or substantially all of the assets of the

Company and its Subsidiaries taken as a whole to one or more strategic partners in connection with a bona fide strategic partnership for the purpose of providing wireless telecommunications services consistent with Section 5.13 hereof; or

(iii) issue Equity Interests in any of the Company’s Subsidiaries or sell Equity Interests in any of its Subsidiaries

(each of the foregoing, an “ Asset Sale ”), unless:

(x) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(y) at least 85% of the consideration received therefor by the Company or such Subsidiary is in the form of cash; provided , however , that the amount of

(A) any liabilities (as shown on the Company’s most recent consolidated balance sheet or in the notes thereto), of the Company or any Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated in right of payment or as to security interests to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability,

(B) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Subsidiary into cash (to the extent of the cash received in that conversion), and

(C) any stock or assets received of the Company or any Subsidiary used to acquire (1) all or substantially all of the assets of, or any Capital Stock of, another Permitted Business if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of the Company and a Guarantor or (2) other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business,

in each case shall be deemed to be cash for purposes of this provision.

Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale:

(i) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $1.0 million;

(ii) the sale or lease of products, services or accounts receivable by the Company or any Subsidiary in the ordinary course of business and any sale or other

disposition of damaged, worn-out or obsolete assets by the Company or any Subsidiary in the ordinary course of business;

(iii) the sale or other disposition by the Company or any Subsidiary of cash or Cash Equivalents;

(iv) a transfer of assets by the Company to a Subsidiary or by a Subsidiary of the Company or to another Subsidiary;

(v) an issuance of Equity Interests by a Subsidiary to the Company or to another Subsidiary of the Company; and

(vi) any Restricted Payment or Permitted Investment that is permitted by Section 5.07 hereof.

Within 365 days after any Asset Sale, the Company (or such Subsidiary) may apply the Net Proceeds from such Asset Sale, at its option, either (a) to repay Indebtedness and other Obligations under a Working Capital Facility and to correspondingly reduce commitments with respect thereto; (b) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of the Company and a Guarantor; (c) to make capital expenditures in a Permitted Business; or (d) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

In addition, within 365 days after the receipt of any Net Proceeds from an Event of Loss, the Company (or the applicable Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under the Working Capital Facility and to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Subsidiary of the Company and a Guarantor; (3) to make capital expenditures in a Permitted Business; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. Notwithstanding the foregoing, the Company or a Subsidiary shall be deemed to have applied Net Proceeds from an Event of Loss within such 365-day period if, within such 365-day period, it has entered into a binding commitment or agreement to invest such Net Proceeds and continues to use all commercially reasonable efforts to so apply such Net Proceeds as soon as practicable thereafter, and that upon any abandonment or termination of such commitment or agreement after such 365-day period, the Net Proceeds not applied will constitute Excess Proceeds.

Pending the final application of any Net Proceeds from an Asset Sale or Event of Loss, the Company may temporarily reduce Indebtedness incurred under a Working Capital Facility or invest such Net Proceeds in cash or Cash Equivalents.

Any Net Proceeds from such Asset Sale or Event of Loss that are not applied or invested as provided above in this Section 5.10 will be deemed to constitute “ Excess Proceeds ”. Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence an Excess Proceeds Offer pursuant to Section 3.02 hereof

to all Holders and all holders of other secured Indebtedness that is pari passu in right of payment and as to security interests with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu secured Indebtedness that may be purchased out of the Excess Proceeds, at an offer price (except as provided in the next succeeding paragraph) in cash in an amount equal to 100% of the principal amount thereof plus (i) a pro rata portion of the Escrowed Interest and (ii) accrued and unpaid interest thereon, if any, to the date of purchase of the Notes in such Excess Proceeds Offer, in accordance with the procedures set forth in Section 3.02 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu secured Indebtedness tendered into such Excess Proceeds Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu secured Indebtedness to be purchased on a pro rata basis. Upon completion of such Excess Proceeds Offer, the amount of Excess Proceeds will be deemed to be reset at zero. Any Excess Proceeds Offer shall be made in compliance with any applicable provisions of the Collateral Trust Agreement.

Notwithstanding the foregoing, in the event that the Company or any of its Subsidiaries receives any payments in excess of $100.0 million in connection with any transaction or series of related transactions described in clause (ii) of the definition of “Asset Sales” above, the Company shall be permitted to retain an aggregate amount of such payments equal to (x) $950.0 million, minus (y) the amount of funded capital (including the proceeds of the Notes) received through the date of such Asset Sale by the Company and its Subsidiaries, and shall apply any excess to make an Excess Proceeds Offer as described above within 10 days following the receipt of such payments; provided , however , that the offer price in any such Excess Proceeds Offer shall be equal to 107.5% of the principal amount, plus a pro rata portion of the Escrowed Interest, plus accrued and unpaid interest to the date of purchase, and shall be payable in cash.

Section 5.11. Transactions with Affiliates.

The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance, transaction or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “ Affiliate Transaction ”), unless (a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person, and (b) the Company delivers to the Trustee (1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions, involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate

Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; and (3) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the consent of Holders of at least a majority of the outstanding Notes, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however , that (i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business and payments made pursuant thereto, (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Restricted Payments other than Permitted Investments that do not violate Section 5.07 of this Indenture, (iv) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person; (v) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company; and (vi) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding, in each case shall not be deemed Affiliate Transactions.

Section 5.12. Liens.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Section 5.13. Line of Business.

The Company shall not, and shall not permit any of its Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

In addition, all FCC Licenses now owned or hereafter acquired shall be held by the Company in a License Subsidiary; and no License Subsidiary shall (1) engage in any business activity other than holding and acquiring FCC Licenses, (2) issue any preferred stock or incur or suffer to exist any Indebtedness or other liabilities, other than its Note Guarantee (including, without limitation, by way of merger, consolidation or other business combination transaction) or (3) transfer, lease, convey, license, sublicense or otherwise dispose of any FCC License to any Person other than another License Subsidiary that complies with the requirements of this covenant; provided, however , that a License Subsidiary may enter into spectrum agreements and other agreements relating to the MSS/ATC FCC Licenses if and only to the extent that (a) the Company is also a party to such agreements; (b) the counterparty under each such agreement agrees to waive unconditionally any and all claims for liability against such License Subsidiary and agrees not to seek any damages or other legal or equitable relief against such License Subsidiary, and (c) the counterparty and the Company agree that any such claims or request for damages or other legal or equitable relief may be brought solely against, and shall be fully Guaranteed by, the Company. Any and all existing FCC Licenses and any FCC License hereinafter acquired shall be held in a License Subsidiary.

Section 5.14. Corporate Existence.

Subject to Article 6 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 5.15. Offer to Repurchase Upon Change of Control.

(a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer” ) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 107.5% of the aggregate principal amount thereof plus a pro rata portion of the Escrowed Interest, plus accrued and unpaid interest thereon, if any, to the date of purchase, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment” ). Within 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: (1) that the Change of Control Offer is being made pursuant to this Section 5.15 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the second Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with any provisions of this Indenture, including this Section 5.15, the Company shall comply with the

applicable securities laws and regulations and shall not be deemed to have breached any obligations under this Indenture, including this Section 5.15, by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered payment in an amount equal to the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered by such Holder, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce, and mail a notice to each Holder setting forth, the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) Notwithstanding anything to the contrary in this Section 5.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.15 and Section 3.02 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(d) The provisions of this Section 5.15 shall be applicable upon a Change of Control whether or not any other provisions of the Indenture are applicable as well.

Section 5.16. Qualifying Event.

In the event that a Qualifying Event has not occurred on or prior to the third anniversary of the date of this Indenture, then, until a Qualifying Event has occurred: (i) the annual interest rate applicable to the Notes shall increase by 1.5%, and by an additional 1.5% each 30 days thereafter, to a maximum annual interest rate of 13.5%; and (ii) all payments of interest on the Notes shall be made in cash and not in Additional Notes.

Section 5.17. Maintenance of Insurance.

The Company shall, and shall cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses; provided that, in any event, the Company shall, and shall cause each of its Subsidiaries to: (i) prior to the launch of any satellite, obtain, with financially sound and reputable insurance companies, satellite launch insurance for full replacement cost of such satellite; and (ii) prior to the expiration of any in-orbit coverage provided by such satellite launch insurance, obtain, with financially sound and reputable insurance companies, in-orbit insurance for full replacement cost of such satellite.

Section 5.18. Payments for Consent.

Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 5.19. Additional Note Guarantees.

If the Company or any of its Subsidiaries shall acquire or create another Subsidiary after the date of this Indenture, then the Company shall (i) cause such newly acquired or created Subsidiary to execute, concurrently with its acquisition or creation, a Note Guarantee in the form of a supplemental Indenture, (ii) cause that newly acquired or created Subsidiary to, concurrently with its acquisition or creation, execute an instrument of joinder to the Collateral Trust Agreement, pledge all of its assets, including any After-Acquired Property, subject to Permitted Liens, as Collateral thereunder, and use its reasonable best efforts to perfect as promptly as reasonably practical, in accordance with the Collateral Trust Agreement and other Collateral Documents, the security interests granted by it under the Collateral Trust Agreement and the other Collateral Documents and (iii) cause to be delivered an Opinion of Counsel, in accordance with the terms of this Indenture, to the Trustee and the Collateral Agent, as to such supplemental Indenture and the validity and perfection of the security interests granted pursuant to clause (iii) above, in each case as promptly as reasonably practicable, but in any event within 10 Business Days of the date on which the Subsidiary was created or acquired.

Section 5.20. Additional Interest.

If at any time Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Corporate Trust Officer receives such a certificate, the Trustee may assume without inquiry that no Additional Interest under the Registration Rights Agreement is payable. If the Company has paid Additional Interest directly to the Persons entitled to such Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

The failure by the Company to deliver such certificates shall not relieve the Company in any respect of its obligation to pay such Additional Interest when due and owing.

Section 5.21. Right of First Offer on Sale of Equity Interests.

The Company shall not issue or sell any Equity Interests unless it has first offered to issue and sell to the Holders a portion of such Equity Interests (which term, for purposes of this Section 5.21 only, shall include debt securities convertible into or exercisable or exchangeable for Equity Interests) equal to (x) the aggregate number of shares of Class A Common Stock (or Conversion Securities, as applicable) then held by Holders, plus the aggregate number of

additional shares of Class A Common Stock (or Conversion Securities, if applicable) then issuable upon conversion of all outstanding Notes, divided by (y) the aggregate number of fully diluted shares of the Company’s Common Stock (or Conversion Securities, if applicable) then outstanding (including all shares of Class A Common Stock (or Conversion Securities, as applicable) issuable upon conversion of the then outstanding Notes) (the result of (x) divided by (y) being the “ subject portion ”), in accordance with the following provisions:

(1) The Company shall deliver a written notice (the “ clause (1) equity notice ”) to the Trustee and the Holders, which notice shall state:

(a) the Company’s bona fide intention to issue the Equity Interests;

(b) the amount of Equity Interests to be issued by the Company and the amount of the subject portion; and

(2) The Company shall negotiate in good faith with the Holders to issue and sell to such Holders the subject portion of the Equity Interests indicated in the clause (1) equity notice. Within 30 days after receipt of the clause (1) equity notice, each Holder may deliver a notice (each, a “ clause (2) equity notice ”) pursuant to which it irrevocably elects to purchase, at the price and on the terms negotiated pursuant to the preceding sentence, all or a specified amount of the subject portion of the Equity Interests proposed to be issued in the clause (1) equity notice. In connection with any negotiation pursuant to the first sentence of this clause (2), Holders of a plurality of the Notes shall be entitled to control such negotiations on behalf of Holders of the Notes; provided, however , that no Holder shall be prohibited from making any bona fide offer to the Company pursuant to this clause (2).

(3) On a date selected by the Company not less than five nor more than 20 days following the expiration date for delivery of the clause (2) equity notices, the Company shall issue, and the Holders electing to purchase any of the subject portion of the Equity Interests shall purchase, such Equity Interests, provided that if Holders have elected to purchase more than 100% of the subject portion of the Equity Interests proposed to be issued, the Company shall issue such Equity Interests in accordance with the following procedures:

(a) each Holder who elected to purchase an amount of the subject portion of the Equity Interests not greater than its Pro Rata Amount of such subject portion (collectively, the “ clause (a) equity holders ”) shall be allocated the amount of the Equity Interests that it elected to purchase;

(b) each Holder who elected to purchase an amount of the subject portion of the Equity Interests greater than its Pro Rata Amount of such subject portion (collectively, the “ clause (b) equity holders ”) shall initially be allocated an amount of the Equity Interests equal to the lesser of (i) the amount of the Equity Interests that such clause (b) equity holder elected to purchase, and (ii) the aggregate amount of the subject portion of the Equity Interests not allocated to clause (a) equity holders, multiplied by a fraction, the numerator of which is the aggregate principal amount of the Notes held by such clause (b) equity holder and the

denominator of which is the aggregate principal amount of the Notes held by all clause (b) equity holders;

(c) each clause (b) equity holder who elected to purchase an amount of the subject portion of the Equity Interests greater than the amount it was allocated pursuant to clause (b) (collectively, the “ clause (c) equity holders ”) shall be allocated additional amounts of such subject portion in successive allocation rounds pursuant to this clause (c) where, in each such allocation round (each, a “ clause (c) equity allocation round ”), such clause (c) equity holder shall be allocated an additional amount of the subject portion of the Equity Interests equal to the lesser of (i) an amount of the Equity Interests that, when added to the amount of such Equity Interests that such clause (c) equity holder was allocated pursuant to clause (b) above or pursuant to previous clause (c) equity allocation rounds, would not exceed the total amount of the Equity Interests that such clause (c) equity holder elected to purchase, and (ii) the aggregate amount of the subject portion of the Equity Interests not yet allocated pursuant to clause (a), clause (b) or prior clause (c) equity allocation rounds, multiplied by a fraction, the numerator of which is the aggregate principal amount of the Notes held by such clause (c) equity holder and the denominator of which is the aggregate principal amount of the Notes held by all clause (c) equity holders receiving additional allocations in such clause (c) equity allocation round.

(4) The Company may, during the 120-day period following the expiration date for delivery of the clause (2) equity notices, issue and sell the aggregate amount of Equity Interests indicated in the clause (1) equity notice, less the portion of such Equity Interests sold or to be sold to Holders pursuant to clause (3) above, on terms not materially less favorable to the Company than the last proposal made by Holders to the Company pursuant to clause (2) above.

The foregoing right of first offer will not apply to: (1) any issuance of the Company’s Class A Common Stock upon conversion of any Notes, (2) any issuance of Equity Interests upon conversion, exercise or exchange of any convertible, exercisable or exchangeable security if the Company has issued such convertible, exercisable or exchangeable security in accordance with the foregoing provisions; (3) any issuance of Equity Interests in connection with the issuance of Indebtedness pursuant to clause (ix) of the definition of Permitted Debt in Section 5.09 of this Indenture; provided that the Company has complied with the right of first offer provisions related thereto; (4) any issuance of options or warrants in the ordinary course of business to officers, directors or employees of the Company or its Subsidiaries to purchase shares of the Company’s Common Stock, and the issuance of any such shares upon exercise of any such options; provided , however , that the aggregate amount of the Company’s Common Stock issuable upon exercise of such options and warrants shall not exceed 10% of the Company’s fully diluted Common Stock; (5) any issuance of options or warrants in the ordinary course of business to consultants, vendors and others with whom the Company has a bona fide business relationship to purchase shares of the Company’s Common Stock, and the issuance of any such shares upon exercise of any such options; provided , however , that the aggregate amount of the Company’s Common Stock issuable upon exercise of such options and warrants shall not exceed 5% of the Company’s fully diluted common stock; and (6) any underwritten public offering of common stock.

Section 5.22. Appointment of Director .

Concurrently with the issuance of the Notes, the Company shall have taken all action necessary or appropriate to increase the size of the Company’s Board of Directors by one director and to elect to fill such additional board seat by an individual selected by Holders of a majority of the Notes; provided that unless a Default or Event of Default has occurred and is continuing, such individual shall not be a Holder of Notes or an Affiliate of a Holder of Notes.

Section 5.23. Issuance or Sale of Subsidiary Stock.

The Company shall not, and shall not permit any of its Subsidiaries to, sell any Capital Stock of a Subsidiary of the Company, except to the Company or to another wholly owned Subsidiary of the Company, unless the Company and its Subsidiaries sell 100% of the Capital Stock of the subject Subsidiary that they own in accordance with Section 5.10 of this Indenture. In addition, no Subsidiary of the Company shall issue any Capital Stock, other than to the Company or another Subsidiary of the Company.

Section 5.24. Issuance of Class B Common Stock.

ICO shall not issue, sell or permit the transfer of any shares of its Class B Common Stock, other than any such shares issued, sold or transferred to Parent.

ARTICLE 6.
SUCCESSORS

Section 6.01. Merger, Consolidation, or Sale of Assets.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company or such Subsidiary is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, including their FCC Licenses, in one or more related transactions, to any other Person, unless (i) either the Company or such Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Subsidiary under the Notes or such Subsidiary’s Note Guarantee, as the case may be, and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (iii) immediately after such transaction, no Default or Event of Default exists, (iv) the Company and its Subsidiaries are in full compliance with all applicable FCC milestones and all other FCC rules, regulations and published policies applicable to them with respect to their MSS/ATC FCC License, except to the extent waived by the FCC or as would not, individually or in the aggregate, have a material adverse effect on the condition

(financial or otherwise), results of operations, business or prospects of the Company and its Subsidiaries taken as a whole; (v) the Collateral contained in the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or transferred to the Person to which such sale, assignment, transfer, conveyance or other disposition has been made (1) continues to constitute Collateral under this Indenture and the Collateral Trust Agreement or other Collateral Documents and (2) is subject to a first-priority Lien, subject to Permitted Liens, in favor of the Trustee for the benefit of the Holders of the Notes; and (vi) to the extent that the assets of the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made are assets of the type which would constitute Collateral under this Indenture and the Collateral Trust Agreement or other Collateral Documents, such Person shall have taken such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Trust Agreement or other Collateral Documents in the manner and to the extent required in this Indenture. In addition, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, lease all or substantially all of the properties or assets, of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

The foregoing paragraph in this Section 6.01 shall not apply to (i) a merger of the Company with an Affiliate with no material assets, liabilities or operations solely for the purpose of reincorporating the Company in another jurisdiction; (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries; or (iii) any transaction that constitutes an Asset Sale pursuant to clause (ii) of the definition thereof.

Section 6.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or any of its Subsidiaries in accordance with Section 6.01 hereof, the successor corporation formed by such consolidation or into or with which the Company or such Subsidiary is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company,” or to a “Subsidiary” or “Guarantor” shall refer instead to the successor corporation and not to the Company or such Subsidiary or Guarantor, as the case may be), and may exercise every right and power of the Company or such Subsidiary or Guarantor under this Indenture with the same effect as if such successor Person had been named as the Company or a Subsidiary or Guarantor herein; provided, however , that the predecessor Person shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale of all or substantially all assets that meets the requirements of Section 6.01 hereof.

ARTICLE 7.
DEFAULTS AND REMEDIES

Section 7.01. Events of Default.

An “Event of Default” occurs if:

(a) the Company defaults in the payment when due of interest on the Notes and such default continues for a period of 30 days;

(b) the Company defaults in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

(c) the Company or any of its Subsidiaries fails to comply with any of the provisions of Section 5.07, 5.09, 5.10, 5.15, 5.22 or 6.01 hereof;

(d) the Company or any Guarantor fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture, the Notes, the Note Guarantees or the Collateral Documents for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class;

(e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default (i) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “ Payment Default ”); or (ii) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(f) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Subsidiaries and such judgment or judgments remain undischarged, unpaid or unstayed for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $10.0 million;

(g) a revocation, cancellation or relinquishment of any of the Company’s or its Subsidiaries’ MSS/ATC FCC Licenses, which action is not subject to further appeal at the FCC;

(h) except as otherwise permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

(i) except as otherwise permitted by this Indenture, the Collateral Trust Agreement, any Collateral Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect; provided that it shall not be an Event of Default under this clause (i) if the sole result is that any Lien purported to be granted on any Collateral, individually or in the aggregate, having a Fair Market Value of not more than $25.0 million, ceases to be an enforceable and perfected first priority Lien, subject only to Permitted Liens;

(j) except as otherwise permitted by this Indenture, any Lien purported to be granted under the Collateral Trust Agreement or any Collateral Document on any Collateral having a Fair Market Value, individually or in the aggregate, in excess of $25.0 million is held in any judicial proceeding not to be an enforceable and perfected first priority Lien or ceases for any reason to be in full force and effect, subject only to Permitted Liens;

(k) the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a custodian, receiver, trustee, assignee, liquidator or similar official under Bankruptcy Law of it or for all or substantially all of its property,

(iv) makes a general assignment for the benefit of its creditors, or

(v) generally is not paying its debts as they become due; or

(l) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary in an involuntary case;

(ii) appoints a custodian, receiver, trustee, assignee, liquidator or similar official under Bankruptcy Law of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 7.02. Acceleration.

If any Event of Default (other than an Event of Default specified in clause (k) or (l) of Section 7.01 hereof with respect to the Company, any Significant Subsidiary or any group of Significant Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes plus any remaining Escrowed Interest to be due and payable immediately. Upon any such declaration, the Notes plus any remaining Escrowed Interest shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (k) or (l) of Section 7.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes plus any remaining Escrowed Interest shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 7.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 7.04. Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase) ( provided, however , that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 7.05. Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Collateral Trust Agreement that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 7.06. Limitation on Suits.

Except to enforce the right to receive payment of principal of, or premium, if any, or interest on, the Notes, a Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in principal amount of the then outstanding Notes (including any Additional Notes) make a written request to the Trustee to pursue the remedy;

(c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 7.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on such Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of the Indenture upon any property subject to such Lien.

Section 7.08. Collection Suit by Trustee.

If an Event of Default specified in Section 7.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company and the Subsidiaries for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 7.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes and the Note Guarantees, including the Guarantors), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.10. Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First : to the Trustee, its agents and attorneys for amounts due under Section 8.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second : to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any

kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and

Third : to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 7.10.

Section 7.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 7.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 8.
TRUSTEE

Section 8.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Collateral Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture, the Collateral Trust Agreement and the Collateral Documents, and the Trustee need perform only those duties that are specifically set forth in this Indenture, the Collateral Trust Agreement and the Collateral Documents, and no others, and no implied covenants or obligations shall be read into this Indenture, the Collateral Trust Agreement and the Collateral Documents, against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, the Collateral Trust Agreement and the Collateral Documents. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, the Collateral Trust Agreement and the Collateral Documents.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 8.01(c);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 8.01(c).

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 8.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or discretion of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) The rights, privileges, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder.

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as to authorized in any such certificate previously delivered and not suspended.

Section 8.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 8.10 and 8.11 hereof.

Section 8.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 8.05. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90

days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 8.06. Reports by Trustee to Holders of the Notes.

Within 60 days after each July 15 beginning with the July 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 8.07. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that

held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(k) or (l) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 8.08. Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment and taking of office as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(a) the Trustee fails to comply with Section 8.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian, receiver, trustee, assignee, liquidator or similar official under Bankruptcy Law or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 8.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall

become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 8.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 8.08, the Company’s obligations under Section 8.07 hereof shall continue for the benefit of the retiring Trustee.

Section 8.09. Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided , that such successor corporation shall otherwise be eligible and qualified under this Article Eight.

Section 8.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 8.11. Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 9.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 9.01. Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof be applied to all outstanding Notes and all obligations of the Guarantors discharged with respect to the Note Guarantees upon compliance with the conditions set forth below in this Article Nine.

Section 9.02. Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors discharged with respect to the Note

Guarantees on the date the conditions set forth below are satisfied (hereinafter, “ Legal Defeasance ”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and the Note Guarantees and cured all existing Events of Default, which Notes and Note Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes, the Note Guarantees, the Collateral Documents and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and Guarantors’ obligations with respect to such Notes and Note Guarantees under Article 2 and Section 5.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith, (d) this Article Nine, and (e) the rights of Holders of outstanding Notes to convert such Notes as provided by Article 4 hereof. Subject to compliance with this Article Nine, the Company may exercise its option under this Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 hereof.

Section 9.03. Covenant Defeasance.

Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be released from its obligations under the covenants contained in Sections 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 5.22 and 5.23 hereof and Section 6.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “ Covenant Defeasance ”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 7.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, Sections 7.01(c) through 7.01(j) hereof shall not constitute Events of Default.

Section 9.04. Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated date for payment thereof;

(b) in the case of an election under Section 9.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 9.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Nine concurrently with such incurrence) or insofar as Sections 7.01(k) or 7.01(l) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(f) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(g) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any

other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and

(h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 9.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 9.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company and Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 9.06. Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30

days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 9.07. Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 9.02 or 9.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or 9.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 9.02 or 9.03 hereof, as the case may be; provided, however , that, if the Company or any Guarantor makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 10.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 10.01. Without Consent of Holders of Notes.

Notwithstanding Section 10.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes without the consent of any Holder of a Note:

(a) to cure any ambiguity, defect or inconsistency;

(b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder;

(c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes under the Indenture, the Notes and the Note Guarantee by a successor to the Company or a Guarantor pursuant to Article 6 or Article 12 hereof;

(d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under, the Notes, the Note Guarantees, the Collateral Trust Agreement and the Collateral Documents of any Holder of the Note;

(e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

(g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided , however , that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 8.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 10.02. With Consent of Holders of Notes.

Except as provided below in this Section 10.02, the Company and the Trustee may amend or supplement this Indenture (including Sections 3.02, 5.10 and 5.15 hereof), the Note Guarantees, the Notes, the Collateral Trust Agreement and any Collateral Document with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 7.04 and 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees, the Notes, the Collateral Trust Agreement and any Collateral Document may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 8.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture, the Notes, Note Guarantees, Collateral Trust Agreement or Collateral Document unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture, Notes, Note Guarantees, Collateral Trust Agreement or Collateral Document or waiver. Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes, the Note Guarantees, the Collateral Trust Agreement or any Collateral Document. However, without the consent of each Holder affected, an amendment or waiver under this Section 10.02 may not (with respect to any Notes held by a non-consenting Holder):

(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes except as provided above with respect to Sections 3.02, 5.10 and 5.15 hereof;

(c) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration);

(e) make any Note payable in money other than that stated in the Notes;

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal or interest or premium, if any, on the Notes;

(g) make any change in Section 7.04 or 7.07 hereof or in the foregoing amendment and waiver provisions;

(h) release any Pledged Collateral from the Liens of the Collateral Trust Agreement and/or the Collateral Documents, except as contemplated by the Collateral Trust Agreement and/or the Collateral Documents;

(i) adversely affect the conversion rights of the Holders of the Notes set forth in Article 4 hereof; or

(j) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture.

Section 10.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement or any Collateral Document shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

Section 10.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 10.05. Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes (and accompanying Note Guarantees) that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 10.06. Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental Indenture, Note, Note Guarantee, Collateral Trust Agreement or Collateral Document authorized pursuant to this Article Ten if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company and Guarantors may not sign an amendment or supplemental Indenture until the Board of Directors or Guarantor, as applicable, approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 8.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 11.
COLLATERAL AND SECURITY

Section 11.01. Collateral Documents.

The due and punctual payment of the principal of and interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs each of the Collateral Agent and the Trustee, as the case may be, to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the any Collateral Document, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of any Collateral Document, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by any Collateral Document or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral, in favor of the Collateral Agent and the Trustee, as the case may be, for the benefit of the Holders of Notes and other Indebtedness subject to the Collateral Trust Agreement superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

The Company and the Guarantors shall pledge as additional Collateral all After-Acquired Property, subject to Permitted Liens. The Company and the Guarantors shall also use all commercially reasonable efforts to ensure that any material contract or agreement relating to After-Acquired Property will not contain provisions that would impair or prevent the creation of a security interest therein or result in such contract or After-Acquired Property being excluded from the Collateral.

Section 11.02. Recording and Opinions .

(a) The Company shall furnish to the Collateral Agent and the Trustee contemporaneously with the execution and delivery of this Indenture and promptly after the execution and delivery of any other instrument of further assurance or amendment an Opinion of Counsel (i) stating that in the opinion of such counsel the Collateral Documents are effective to create a Lien in the collateral described therein to the extent that the Company has rights in or the power to transfer such collateral and creation of a Lien in such collateral is governed by Article 9

of the UCC; and (ii) stating that in the opinion of such counsel, all action has been taken with respect to the filing of financing statements as is necessary to perfect the Lien in that portion of the collateral (x) in which the Company has rights or the power to transfer, (y) the creation and perfection of a Lien which is governed by Article 9 of the UCC and (z) in which a Lien can be perfected by filing a financing statement under the UCC.

(b) The Company shall furnish to the Collateral Agent and the Trustee on August 15 of each year beginning with August 15, 2006, an Opinion of Counsel, dated as of such date, (i) stating that the Collateral Documents have not been terminated or revoked by the Company, and remain in full force and effect; and (ii) stating that all action has been taken with respect to the filing of financing statements, continuation statements and other registrations and recordings as is necessary for the Lien in that portion of the collateral subject to the Collateral Documents (x) in which the Company has rights or the power to transfer, (y) the creation and perfection of a Lien which is governed by Article 9 of the UCC, and (z) in which a Lien can be perfected by filing a financing statement under the UCC, to continue to be perfected.

Section 11.03. Release of Collateral .

(a) Subject to subsections (b), (c) and (d) of this Section 11.03, Pledged Collateral shall automatically be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. In addition, upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met and stating whether or not such release is in connection with an Asset Sale and (at the sole cost and expense of the Company and without any recourse, representation or warranty) the Trustee or the Collateral Agent, as the case may be, shall release Pledged Collateral that is sold, conveyed or disposed of in compliance with the provisions of this Indenture; provided , that if such sale, conveyance or disposition constitutes an Asset Sale, the Company shall apply the Net Proceeds in accordance with Section 5.10 hereof. Upon receipt of such Officers’ Certificate the Collateral Agent shall, at the sole cost and expense of the Company and without recourse, representation or warranty, execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Pledged Collateral permitted to be released pursuant to this Indenture or the Collateral Documents.

(b) No Pledged Collateral shall be released from the Liens and security interest created by the Collateral Documents pursuant to the provisions of the Collateral Documents unless there shall have been delivered to the Collateral Agent the Officers’ Certificate required by this Section 11.03.

(c) At any time when a Default or Event of Default shall have occurred and be continuing and the maturity of the Notes shall have been accelerated (whether by declaration or otherwise) and the Trustee shall have delivered a notice of acceleration to the Collateral Agent, no release of Pledged Collateral pursuant to the provisions of the Collateral Documents shall be effective as against the Holders of Notes.

(d) The release of any Pledged Collateral from the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Pledged Collateral is released pursuant to the terms hereof. To the extent applicable, the Company shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent in the exercise of reasonable care.

Section 11.04. Certificates of the Company .

The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Pledged Collateral pursuant to any Collateral Document, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Section 11.05. Certificates of the Trustee .

In the event that the Company wishes to release Pledged Collateral in accordance with the Collateral Documents and has delivered the certificates and documents required by the Collateral Documents and Sections 11.03 and 11.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, shall deliver a certificate to the Collateral Agent setting forth such determination.

Section 11.06. Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents .

Subject to the provisions of Section 8.01 and 8.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, on behalf of the Holders of Notes, take, or direct the Collateral Agent to take, all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Collateral Documents and (b) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. The Trustee and the Collateral Agent shall each have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Pledged Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Pledged Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if

the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Section 11.07. Authorization of Receipt of Funds by the Trustee Under the Pledge Agreement .

The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Collateral Documents, and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.

Section 11.08. Termination of Security Interest .

Upon the payment in full of all Obligations of the Company under this Indenture and the Notes, or upon Legal Defeasance, the Trustee shall, at the request and sole cost and expense of the Company, deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral Agent to release the Liens pursuant to this Indenture and the Pledge Agreement.

ARTICLE 12.
NOTE GUARANTEES

Section 12.01. Guarantee.

Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 hereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives and relinquishes diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the

Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Section 12.02. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 12, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 12.03. Continuing Guarantee.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 12.04. Releases Following Sale of Assets.

In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall automatically be released and relieved of any obligations under its Note Guarantee; provided, however , that such sale or other disposition (including by way of merger, consolidation or otherwise) shall be made in compliance with the provisions of this Indenture applicable thereto, including Article Six hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Twelve.

ARTICLE 13.
SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for

cancellation for principal, premium, if any, and accrued interest to the date of maturity;

(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture, the Notes and the Note Guarantees; and

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section 13.02 and Section 9.06 shall survive.

Section 13.02. Application of Trust Money.

Subject to the provisions of Section 9.06, all money deposited with the Trustee pursuant to Section 13.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14.
MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

Section 14.02. Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

ICO North America, Inc.
3468 Mt. Diablo Blvd., Suite B-115
Lafayette, CA 94549
Fax: (925) 962-9611
Attention: Craig Jorgens, President

With a copy (which shall not constitute notice) to:

Davis Wright & Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, WA 98101
Fax: (206) 628-7699
Attention: Julie Weston

If to the Trustee:
The Bank of New York
101 Barclay Street
New York, N.Y. 10286
Fax: (212) 815-5707
Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company or a Guarantor mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03. Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 14.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 14.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Notes, the Note Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08. Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES 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.

Section 14.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.10. Successors.

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided by Section 12.04.

Section 14.11. Severability.

In case any provision in this Indenture, the Notes or a Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.12. Counterpart Originals.

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

Section 14.13. Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

SIGNATURES

Dated as of August 15, 2005

	ICO North America, Inc.


	By:	/s/ Craig N. Jorgens
		Name:
		Title:

	ICO Satellite Services GP


	By:	/s/ D Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Satellite Management LLC


	By:	/s/ D Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Services Limited


	By:	/s/ D Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Satellite Services Limited


	By:	/s/ D Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Global Communications Canada, Inc .


	By:	/s/ D Schmitt
		Name: Dennis Schmitt
		Title: CFO

	The Bank of New York, as Trustee


	By:	/s/ Stacey B. Poindexter
		Name: STACEY B. POINDEXTER
		Title: ASSISTANT VICE PRESIDENT

EXHIBIT A

[Face of Note]

7.5% Senior Secured Notes due 2009

No.

ICO North America, Inc.

promises to pay to

or registered assigns,

the principal sum of

Dollars on August 15, 2009.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Issue Date: August 15, 2005

IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed.

Dated: August 15, 2005

	ICO North America, Inc.


	By:
		Name:
		Title:

	By:
		Name:
		Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

The Bank of New York,
as Trustee


By:
Authorized Signatory

[Back of Note]

7.5% Senior Secured Notes due 2009

THIS NOTE, THE NOTE GUARANTEE AND THE SHARES OF CLASS A COMMON STOCK OF ICO NORTH AMERICA, INC. ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE NOTE GUARANTEE, THE SHARES OF CLASS A COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH ICO NORTH AMERICA, INC. OR ANY AFFILIATE OF ICO NORTH AMERICA, INC. WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) ONLY (A) TO ICO NORTH AMERICA, INC. OR ANY PARENT OR SUBSIDIARY THEREOF, (B) TO A PERSON IT REASONABLY BELIEVES IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL “ACCREDITED INVESTOR” TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 501(a)(1), (2), (3) OR (7), (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ICO NORTH AMERICA, INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER DULY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

ADDITIONAL TRANSFER RESTRICTIONS ARE SET FORTH IN THE INDENTURE.

THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE

HOLDER OF THIS NOTE, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO CRAIG JORGENS, PRESIDENT, AT THE FOLLOWING ADDRESS: ICO NORTH AMERICA, INC., 3468 DIABLO BLVD., SUITE B-115, LAFAYETTE, CA 94549.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST . ICO North America, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7.5% per annum from August 15, 2005 until maturity, and shall pay any Additional Interest payable pursuant to the Indenture, this Note and Section 2.1(e) of the Registration Rights Agreement referred to in the Indenture.

The Company will pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further , that the first Interest Payment Date shall be February 15, 2006; and provided, further , that on any Interest Payment Date after the fourth Interest Payment Date, if no Default or Event of Default has occurred and is continuing, the Company may elect to make payments of interest on the Notes in Additional Notes having an aggregate principal amount equal to the amount of interest payable on such Interest Payment Date; provided, further, however , that if the Company elects to make any interest payment in Additional Notes, the interest rate applicable to this Note for the period to which such interest payment relates shall be 1% higher than the interest rate otherwise payable hereon on such Interest Payment Date.

Notwithstanding the foregoing, in the event that a Qualifying Event has not occurred on or prior to the third anniversary of the date of the Indenture, all interest payments on the Notes shall be made in cash and not in Additional Notes and the interest rate on the Notes shall be increased as provided in Section 5.16 of the Indenture. In addition, in the event that, on or prior to June 30, 2006, Parent has not begun to file the reports with the SEC that Parent would be required to file if it were subject to the reporting requirements of section 13 or section 15(d) of the Exchange Act, the annual interest rate applicable to the Notes shall increase by 2.0% until such time as Parent has begun to file such reports.

The Company has deposited the Escrowed Interest into an escrow account; and payments from of the Escrowed Interest are subject to the terms of the Escrow Agreement between the Company, the Trustee and the escrow agent and this Indenture.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT . The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record

date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within or without The City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of The United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT, CONVERSION AGENT, AND REGISTRAR . Initially, The Bank of New York, a New York banking corporation, as the Trustee under the Indenture, will act as Paying Agent, Conversion Agent and Registrar. The Company may change any Paying Agent, Conversion Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

4. INDENTURE AND PLEDGE AGREEMENT . The Company issued the Notes under an Indenture dated as of August 15, 2005 (“Indenture”) between the Company, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and to the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Initial Notes are secured obligations of the Company limited to $650.0 million in aggregate principal amount. The Notes are secured as provided in the Collateral Documents referred to in the Indenture.

5. OPTIONAL REDEMPTION .

The Notes are not redeemable at the option of the Company or any Holder.

6. MANDATORY REDEMPTION .

Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

7. REPURCHASE AT OPTION OF HOLDER .

(a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 107.5% of the aggregate principal amount thereof plus a pro rata portion of any remaining Escrowed Interest and accrued and unpaid interest thereon, if any, to the date of purchase, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Subsidiary consummates any Asset Sales, or in an Event of Loss, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence an offer to all Holders of Notes (as “Excess Proceeds Offer”) pursuant to

Section 3.02 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes), plus such other pari passu secured Indebtedness as provided by the Indenture, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu secured Indebtedness tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu secured Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Excess Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

8. NOTICE OF REPURCHASE . Notice of repurchase will be mailed at least 30 days but not more than 60 days before the repurchase date to each Holder whose Notes are to be repurchased at its registered address. Notes in denominations larger than $1,000 may be repurchased in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be repurchased. On and after the repurchase date interest ceases to accrue on Notes or portions thereof called for repurchase.

9. CONVERSION . A Holder of a Note may convert such Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof), and subject to certain conditions the Notes will automatically convert, into shares of the Company’s Class A Common Stock, subject to the conditions set forth in Section 4.01 of the Indenture. The initial Conversion Price is $4.25 per share of the Company’s Class A Common Stock and is subject to adjustment as provided in the Indenture.

To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof.

A Note in respect of which a Holder had delivered an “Option of Holder to Elect Purchase” form exercising the option of such Holder to require the Company to purchase such Note pursuant to an Excess Proceeds Offer or a Change of Control Offer may be converted only if such form is withdrawn in accordance with the terms of the Indenture.

10. DENOMINATIONS, TRANSFER, EXCHANGE . The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for repurchase, except for the unpurchased portion of any Note being repurchased in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be repurchased.

Notwithstanding anything in the Indenture or this Note to the contrary, prior to an initial public offering of any Common Stock of the Company, so long as no Default or Event of Default has occurred or is continuing, the Holder hereof shall be required to obtain the prior written consent of the Company

(which consent shall not be unreasonably withheld, conditioned or delayed), prior to the sale, disposition or other transfer of this Note, or any rights associated with any Note, in whole or in part, to any Person other than to an Affiliate of a Holder, another Holder, or to Jefferies & Co. or UBS Securities LLC (who shall become a Holder hereof upon such purchase); provided that, so long as no Default or Event of Default has occurred and is continuing, the Company shall have the right, exercisable in its sole discretion, to restrict and expressly prohibit any sale, disposition or other transfer of this Note from any Holder to any competitor of the Company in the mobile satellite wireless telecommunications industry (or any Subsidiary or other entity controlled by such competitor); and the Holder hereof shall be deemed to have consented to the foregoing restriction on sale, disposition or transfer.

11. PERSONS DEEMED OWNERS . The Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Notes and the Collateral Documents may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture in a manner that does not adversely affect any Holder, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement and the Collateral Documents of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to a Note.

13. DEFAULTS AND REMEDIES . Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 5.07, 5.09, 5.10, 5.15, 5.22 or 6.01 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the Indenture, the Notes, the Note Guarantees or the Collateral Documents; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity or is caused by the failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default; (vi) certain final judgments for the payment of money that remain undischarged, unpaid or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Material Subsidiaries; (viii) the revocation, cancellation or relinquishment of any of the Company’s or its Subsidiaries’ MSS/ATC FCC Licenses, which action is not subject to further appeal at the FCC; and (ix) except as otherwise permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; (x) except as otherwise

permitted by the Indenture, the Collateral Trust Agreement or any Collateral Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect; provided that it shall not be an Event of Default under this clause (x) if the sole result is that any Lien purported to be granted on any Collateral (as defined in the Collateral Trust Agreement), individually or in the aggregate, having a Fair Market Value of not more than $25.0 million, ceases to be an enforceable and perfected first priority Lien, subject only to Permitted Liens; and (xi) except as otherwise permitted by the Indenture, any Lien purported to be granted under the Collateral Trust Agreement or any Collateral Document on any Collateral having a Fair Market Value, individually or in the aggregate, in excess of $25.0 million is held in any judicial proceeding not to be an enforceable and perfected first priority Lien or ceases for any reason to be in full force and effect, subject only to Permitted Liens. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and any remaining Escrowed Interest to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes plus any remaining Escrowed Interest will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

14. UNCLAIMED MONEY . If money for the payment of principal or interest, if any, remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request, subject to applicable unclaimed property laws. After that, Holders entitled to money must look to the Company for payment as general creditors unless applicable abandoned property law designates another person.

15. TRUSTEE DEALINGS WITH COMPANY . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16. NO RECOURSE AGAINST OTHERS . A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

17. AUTHENTICATION . This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18. ABBREVIATIONS . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

19. CUSIP NUMBERS . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption or repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE, THE NOTE GUARANTEES AND THE INDENTURE, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISIDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture, the Registration Rights Agreement, the Escrow Agreement, the Collateral Trust Agreement and any Collateral Document. Requests may be made to:

ICO North America, Inc.

3468 Mt. Diablo Blvd., Suite B-115
Lafayette, CA 94549

Attention: Chief Financial Officer

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
(Insert assignee’s legal name)


(Insert assignee’s soc. sec. or tax I.D. no.)





(Print or type assignee’s name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

CONVERSION NOTICE

To convert this Note into Class A Common Stock of the Company, check the box: o

To convert only part of this Note, state the principal amount to be converted (must be $1,000 or an integral multiple of $1,000): $ .

If you want the stock certificate made out in another person’s name, fill in the form below:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

		Your Signature:

Date:
		(Sign exactly as your name appears on the
		other side of this Note)

	*Signature guaranteed by:

By:

* The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 5.10 or 5.15 of the Indenture, check the appropriate box below:

o Section 5.10 o Section 5.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 5.10 or Section 5.15 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 4.4

ICO NORTH AMERICA, INC.

7.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2009

SUPPLEMENTAL INDENTURE #1

Dated as of November , 2005

to the

INDENTURE

Dated as of August 15, 2005

The Bank of New York ,

a New York banking corporation, as

Trustee

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of November , 2005, among SSG UK Limited, a private company organized under the law of England and Wales, and New ICO Satellite Services GP, a Delaware partnership (each a “ Guaranteeing Subsidiary ”), each a subsidiary of ICO North America, Inc. (or its permitted successor), a Delaware corporation (the “ Company ”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

Whereas , the Company has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”) dated as of August 15, 2005 providing for the original issuance of $650,000,000 aggregate principal amount of its 7.5% Convertible Senior Secured Notes due 2009 (the “ Notes ”);

Whereas , the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee ”); and

Whereas , pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

Now, therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

2. Agreement to Guarantee . Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately, whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Article 7 of the Indenture. Each Guarantying Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

(i) Pursuant to Section 12.02 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law, the uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 12 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. Execution and Delivery . Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4. Releases .

(a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall automatically be released and relieved of any obligations under its Note Guarantee; provided, however, that such sale or other disposition (including by way of merger, consolidation or otherwise) shall be made in compliance with the provisions of the Indenture applicable thereto, including Article 6 thereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 12 of the Indenture.

5. No Recourse Against Others . No past, present or future director, officer, employee, incorporator or stockholder of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by

accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

6. NEW YORK LAW TO GOVERN . THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

9. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.

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

	SSG UK Limited

	By:	/s/ D. Schmitt
	Dennis Schmitt, Director

	New ICO Satellite Services GP
	By SSG UK Limited, its general partner

	By:	/s/ D. Schmitt
	Dennis Schmitt, Director


	ICO North America, Inc.


	By:	/s/ Craig Jorgens
		Craig Jorgens, President


	ICO Satellite Services GP
	By ICO Satellite Services Limited, its general
	partner


	By:	/s/ D. Schmitt
		Dennis Schmitt, Director


	ICO Satellite Management LLC
	By ICO North America, Inc., its sole member


	By:	/s/ Craig Jorgens
		Craig Jorgens, President

	ICO Services Limited


	By:	/s/ D. Schmitt
		Dennis Schmitt, Director

	ICO Satellite Services Limited


	By:	/s/ D. Schmitt
		Dennis Schmitt, Director

	ICO Global Communications (Canada) Inc .


	By:	/s/ D. Schmitt
		Dennis Schmitt, Director

The Bank of New York, as Trustee


By:
	Name:
	Title:

Exhibit 10.1

CONFIDENTIAL TREATMENT OF CERTAIN DESIGNATED PORTIONS OF THIS EXHIBIT HAS BEEN REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED. SUCH CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY A[*] IN THE TEXT, AND SUBMITTED TO THE COMMISSION.

EXECUTION ORIGINAL

SPACE SEGMENT CONTRACT

Between

ICO Satellite Management LLC

And

Space Systems/Loral, Inc.

The attached Contract and the information contained therein are confidential and proprietary to ICO Satellite Management LLC and Space Systems/Loral, Inc. and shall not be published or disclosed to any third party except as permitted by the terms and conditions of this Contract.

Use or disclosure of the data contained on this page is subject to the restrictions set forth in this Contract.

TABLE OF CONTENTS

Article		Page

Table of Contents		ii

Preamble		1

Recitals		2

Article 1- Definitions		3

Article 2- Scope of Work		20

Article 3- Deliverable Items and Delivery Schedule		21

Article 4 - Price		23

Article 5 - Payments		27

Article 6 - Purchaser-Furnished Items		37

Article 7 - Compliance with U.S. Laws and Directives		40

Article 8 - Access to Work-in-Process		43

Article 9 - Satellite Pre-Shipment Review (SPSR) and Spacecraft Launch Readiness Review (SLRR)		46

Article 10 - Satellite and Space Segment Acceptance		51

Article 11 - Acceptance Inspection for Deliverable Items other than Satellite or Space Segment		59

Article 12 - Transfer of Title and Risk of Loss		65

Article 13 – Satellite Orbital Performance Incentives and Space Segment Orbital Performance Incentives		67

Article 14 - Corrective Measures in Satellite		79

Article 15 - Warranty		80

Article 16 – Changes and Stop Work		92

Article 17 - Force Majeure		96

Article 18 - Purchaser Delay of Work		98

Article 19 - Intellectual Property Indemnity		99

Article 20 - Indemnity for Personal Injury and Property Damage		101

Article 21 - Termination for Convenience		105

Article 22 - Liquidated Damages		108

Article 23 - Termination for Default and Excessive Force Majeure		112

Article 24 - Options		121

Article 25 - Dispute Resolution		130

Article 26 - Inter-Party Waiver of Liability for a Launch		134

Article 27 - Major Subcontracts		136

Article 28 - Contractor Insurance Requirements		137

Article 29 - Personnel and Key Personnel		141

Article 30 - Limitation of Liability		143

Article 31 - Disclosure and Handling of Proprietary Information		145

Article 32- Intellectual Property Rights		148

Article 33- Public Release of Information		157

Article 34- Notices		158

Article 35- Risk Management Services		160

Article 36- Order of Precedence		162

Article 37- General		163

Attachment A	Form of Invoice

Annex 1 to Attachment A

Schedule 1 to Annex 1 to Attachment

Attachment B	Key Personnel

iii

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

Attachment C	GBBF-Unique Components and Functions on Board the Satellite

Attachment D	[*]

Attachment E	Major Subcontracts List

PREAMBLE

This Space Segment Contract (the “Contract”) is executed as of November 29, 2005 (“Execution Date”) and deemed entered into as of January 10, 2005 (the “Effective Date of Contract” or “EDC”) between ICO Satellite Management LLC, a limited liability company organized and existing under the laws of the State of Delaware, having an office and place of business at 2300 Carillon Point, Kirkland, Washington, 98033 (hereinafter referred to as “Purchaser”) and Space Systems/Loral, Inc., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at 3825 Fabian Way, Palo Alto, California 94303 (hereinafter referred to as “Contractor”). This Contract restates and amends the Satellite Contract entered into by Purchaser and Contractor as of January 10, 2005, as amended by Amendment One (1) entered into as of June 23, 2005, Amendment Two (2) entered into as of August 2, 2005, and Amendment Three (3) entered into as of September 23, 2005 (the “Original Satellite Contract”).

RECITALS

WHEREAS , Purchaser desires to procure one (1) communication Satellite, and an option for an additional one (1) communication satellite, to be accepted on-orbit and integrated with a Ground-Based Beam Forming Subsystem to form a Space Segment, launch support services, risk management insurance procurement support, training services and other items and services to the extent and subject to the terms and conditions set forth herein, and

WHEREAS , Contractor is willing to furnish such Satellite and such option satellite, integrated with a Ground-Based Beam Forming Subsystem to form a Space Segment, launch support services, risk management insurance procurement support, training services and other items and services, to the extent of and subject to the terms and conditions set forth herein, in consideration of the Fixed Firm Price and other valid consideration,

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties agree as follows:

ARTICLE 1- DEFINITIONS

Capitalized terms used and not otherwise defined herein shall have the following meanings:

1.1 “ Acceptance ” or “ Accepted ” (i) with respect to the Satellite and the Space Segment shall be as provided for in Article 10, and (ii) with respect to any Deliverable Item other than the Satellite and the Space Segment (including, without limitation, the GBBF Subsystem and the DSS) shall be as provided for in Article 11.

1.2 “ Actual Costs” shall mean, without duplication, Contractor’s direct labor (and allocated fringe, overhead and general and administrative costs), materials (including subcontracts), and other direct costs (and allocated general and administrative costs), all in accordance with Contractor’s generally accepted accounting practices.

1.3 “ Affiliate ” means, with respect to an entity, any other entity Controlling or Controlled by or under common Control with such entity.

1.4 “Applicable Space Segment Rate” has the meaning set forth in Article 13.1 hereof.

1.5 “ Asserting Party” has the meaning set forth in Article 32.2.3.

1.6 “ Reserved ”

1.7 “ Attachment(s) ” means any and all attachment(s) that are attached hereto or to any Exhibit and incorporated herein or therein, as may be amended from time to time in accordance with the terms hereof.

1.8 “Business Day” means any day other than the following: a Saturday, Sunday, and any other day on which national banks are authorized to be closed in New York City, New York.

1.9 “Change Request” has the meaning set forth in Article 16.1.1.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

1.10 “Competitor of Contractor” or words to that affect means any Person or any Affiliate thereof engaged in the manufacture of commercial telecommunication satellites.

1.11 “Conforming Space Segment” [*]

1.12 “ Contract ” means the terms and conditions (Preamble, Recitals and Articles) of this executed contract, its Exhibits and its Attachment(s) as set forth in Articles 2.1 and 36, as the same may be amended from time to time in accordance with the terms hereof.

1.13 “ Contractor ” has the meaning set forth in the Preamble and any successor or assignee permitted hereunder.

1.14 “Contractor Background Intellectual Property” means Intellectual Property first made, developed, or created by Contractor (or by others acting on behalf of Contractor including any subcontractor) prior to the negotiation or performance of the Original Satellite Contract or otherwise first made, developed, or created by Contractor (or by others acting on behalf of Contractor including any subcontractor) other than in performance of or pursuant to this Contract or the Original Satellite Contract and necessary to the use of any Deliverable Item.

1.15 “Contractor Notice of Default” has the meaning set forth in Article 23.2.1.

1.16 “Contractor Space Segment Background Intellectual Property” means Intellectual Property directly relating to (i) ground-based beam forming subsystems, (ii) the interaction between a ground-based beam forming subsystem and a satellite, or (iii) space segment-unique components of a satellite, first made, developed, or created by Contractor (or by others acting on

behalf of Contractor including any subcontractor) prior to the negotiation or performance of the Original Satellite Contract or otherwise first made, developed, or created by Contractor (or by others acting on behalf of Contractor including any subcontractor) other than in performance of or pursuant to this Contract or the Original Satellite Contract and necessary to the use of any Deliverable Item relating to the Space Segment (other than the Satellite) to be Delivered by Contractor hereunder. Anything in the foregoing to the contrary notwithstanding, “Contractor Space Segment Background Intellectual Property” shall not include any Intellectual Property in or relating specifically to a satellite other than space-segment unique components of a satellite.

1.17 “Contractor Space Segment Foreground Intellectual Property” means Intellectual Property first made, developed or created by Contractor (or by others acting on behalf of Contractor including any subcontractor) in the performance of Contractor’s obligations with respect to the GBBF Subsystem under the Original Satellite Contract and/or the Space Segment under this Contract, including with respect to the Space Segment-unique components of the Satellite required for Satellite operation with the GBBF Subsystem, as set forth in Attachment C. “Contractor Space Segment Foreground Intellectual Property” shall not include any Intellectual Property in or relating specifically to the Satellite except as set forth in the immediately preceding sentence.

1.18 “Contractor Space Segment Intellectual Property” means, collectively, the Contractor Space Segment Background Intellectual Property and the Contractor Space Segment Foreground Intellectual Property.

1.19 “ Control ” and its derivatives mean, with respect to a Person, the legal, beneficial, or equitable ownership, directly or indirectly of more than fifty percent (50%) of the capital stock (or other ownership interest if not a corporation) of such Person ordinarily having voting rights or the power to direct the management policies of such Person, whether through the ownership of voting stock, by contract, or otherwise.

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1.20 “Deadline Date” shall have the applicable meaning set forth in Article 5.2.3A.

1.21 “ Deliverable Data ” means the data and documentation required to be delivered to Purchaser as specified in Exhibit A, Statement of Work and Exhibit G, Space Segment Statement of Work.

1.22 “ Deliverable Item ” means any of the items or services listed in Article 3.1, as may be amended from time to time in accordance with the terms hereof, and, collectively, the “ Deliverable Items. ”

1.23 “ Delivery ” has the meaning set forth it in Article 3.2.

1.24 “ Dispute” has the meaning set forth in Article 25.

1.25 “DSS” means Contractor’s Dynamic Satellite Simulator, together with all software necessary to the proper function thereof, as more specifically described in Exhibit J, ICO DSS SOW and Functional Requirements.

1.26 “ Effective Date of Contract ” or “ EDC ” means the effective date of this Contract as specified in the Preamble, being January 10, 2005.

1.27 “ Equitably Adjusted ” or “ Equitable Adjustment ” means, with respect to a particular event necessitating an adjustment in the Contract where an Equitable Adjustment is provided for, a reasonable good faith adjustment to the terms of this Contract, including price, schedules, payment schedules, delivery dates, and termination liability to the extent related to the Work caused by such particular event. The adjustments shall either be agreed to by the Parties in accordance with the terms of this Contract (including the incorporation in a Contract Amendment in accordance with Article 37.5) or as determined in accordance with Article 25. [*]

1.28 “Execution Date” means the execution date set forth in the Preamble.

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1.29 “ Exhibit(s) ” means the exhibit(s) identified in Article 2.1 and attached hereto and incorporated herein, as may be added, modified and amended from time to time in accordance with the terms hereof. Without limitation, Exhibits may be added to this Contract in accordance with Article 24.

1.30 “ FCC ” means the Federal Communications Commission or any successor agency or governmental authority.

1.31 “FCC Event(s)” has the meaning set forth in Article 5.2.3A.

1.32 [*]

1.33 “Financing Agreements” means any and all documents and agreements evidencing and/or securing monies provided by any Financing Entity to Purchaser to fund the design, development, construction, procurement, maintenance, or operation of all or any material part of Purchaser’s Space Segment program.

1.34 “Financing Entity” means any Person (other than Contractor, or Affiliates of Contractor, or Competitors of Contractor), e.g., commercial bank, merchant bank, investment bank, commercial finance organization, corporation, partnership or other entity or individual, which has been specifically identified in a written notification to Contractor providing money to Purchaser to fund the design, development, construction, procurement, maintenance, or operation of all or any material part of Purchaser’s Space Segment program.

1.35 “ Firm Fixed Price ” has the meaning set forth in Article 4.1.

1.36 “ Force Majeure ” has the meaning set forth in Article 17.

1.37 “Foreground Intellectual Property” means Intellectual Property, other than Contractor Space Segment Foreground Intellectual Property and Purchaser Space Segment Foreground Intellectual Property, first made, developed or created in the performance of this Contract or the Original Satellite Contract, that is incorporated into, or required for the use of, any Deliverable Item.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

1.38 [*]

1.39 “GBBF Incentive Payment” has the applicable meaning set forth in Article 5.2.3B.

1.40 “Ground-Based Beam Forming Subsystem” or “GBBF Subsystem” means the ground-based beam forming subsystem that is to be Delivered by Contractor to Purchaser pursuant to this Contract, which GBBF Subsystem shall include but not be limited to a subsystem with not less than (i) two (2) ground-based beam forming assemblies, (ii) three (3) ground-based pointing beacon stations, and (iii) related software, in conformance with the specifications contained in Exhibit E, Space Segment Performance Specification, and as more fully described in Exhibit G, Space Segment Statement of Work and as verified under the test plan in accordance with Exhibit H, Space Segment Test Plan.

1.41 “ In-Orbit Testing ” or “ IOT ” means the testing of the Satellite on-orbit in accordance with Article 10.1.1 and Exhibit D, Satellite Test Plan.

1.42 “ IOT Complete Date ” has the meaning set forth in Article 10.1.1.

1.43 “ Intellectual Property” means all designs, methods, concepts, layouts, software, inventions (whether or not patented or patentable), processes, technical data and documentation, technical information and drawings, know how, and similar matter in which an Intellectual Property Right may subsist.

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1.44 “Intellectual Property Claim ” has the meaning set forth in Article 19.

1.45 “Intellectual Property Right(s)” means all common law and statutory proprietary rights, including patent, patent application, copyright, trademark, service mark, trade secret, mask work rights, data rights and similar rights existing from time to time under the intellectual property laws of the United States, any state or foreign jurisdiction, or international treaty regime.

1.46 “Intellectual Property Documentation Dates” means each of the following: [*]

1.47 “Intentional Ignition ” means, with respect to the Satellite, the start of the ignition process for the purpose of Launch, which is the time at which the command signal is sent to the Launch Vehicle. This definition shall be modified to reflect the definition of “intentional ignition” in the Launch Services Agreement applicable to Launch of the Satellite.

1.48 “Key Personnel” has the meaning set forth in Article 29.2.

1.49 “ Launch ” means, with respect to the Satellite, Intentional Ignition followed by lift-off. This definition shall be modified to incorporate the definition of “launch” from the Launch Services Agreement applicable to the Launch of the Satellite.

1.50 “ Launch and In-Orbit Insurance Policy ” has the meaning set forth in Article 35.1.

1.51 “ Launch Agency ” means the Person responsible for conducting the Launch Services for the Satellite.

1.52 “ Launch Services ” means those services provided by the Launch Agency for the Launch of the Satellite pursuant to the Launch Services Agreement.

1.53 “ Launch Services Agreement ” or “ LSA ” means the contract between Purchaser and the Launch Agency that provides for Launch Services for the Satellite, as such contract may be amended from time to time in accordance with its terms.

1.54 “ Launch Site ” means the location that will be used by the Launch Agency for purposes of launching the Satellite, but in the case of Sea Launch it shall mean the home port located in Long Beach, CA.

1.55 “ Launch Support ” or “ Launch Support Services ” means those services specified in Exhibit A, Statement of Work to be provided by Contractor in support of Launch Services.

1.56 “ Launch Vehicle ” means the launch vehicle used for Launch Services for the Satellite.

1.57 “ Less than Satisfactorily Operating Satellite ” has the meaning set forth in Article 13.2.1.

1.58 “ Less than Satisfactorily Operating Space Segment ” has the meaning set forth in Article 13.2.1.

1.59 “ London Inter-Bank Offer Rate ” or “ LIBOR ” means the rate per annum shown, on the third (3rd) London business day preceding the day of commencement of an interest calculation period, on page 3750 of the Dow Jones & Company Telerate screen or any successor page as the composite offered rate for London interbank deposits in an amount approximately equal to the amount on which the interest is to be applied for a three-month period (the “Rate Base”), as shown under the heading “USD” as of 11:00 a.m. (London Time); provided that in the event no such rate is shown, LIBOR shall be the rate per annum (rounded to the nearest 1/100th of one percent) based on the rates at which U.S. dollar deposits approximately equal in principal amount to the Rate Base and for a three-month period are displayed on page “LIBO” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBO page on that service

for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m. (London time) (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided that in the event fewer than two such rates are displayed, or if no such rate is relevant, LIBOR shall be the rate per annum equal to the rate offered by Credit Suisse, New York Branch, at approximately 11:00 a.m. (London Time) to prime banks in the London interbank market on deposits in U.S. dollars in an amount approximately equal in principal amount to the aggregate principal balance of the Rate Base for a three-month period.

1.60 “ Losses ” has the meaning set forth in Article 20.1.

1.61 “ Major Subcontract ” means a subcontract related to the performance of this Contract and valued at Two Million Five Hundred Thousand United States dollars (U.S. $2,500,000) or more and such other subcontracts that have been agreed by Purchaser and Contractor as material.

1.62 “ May FCC Order ” has the meaning set forth in Article 5.2.3A.

1.63 “ Milestone ” means a specific numbered event as described in Exhibit F, Payment Plan and Termination Liability Amounts.

1.64 “ Milestone Date ” means, with respect to a particular Milestone, the date which such Milestone is scheduled for completion as set forth in Exhibit F, Payment Plan and Termination Liability Amounts.

1.65 “ Mission Operations Support Services ” means the orbit-raising, IOT, SSIOT and related services specified in Exhibit A, Statement of Work and/or Exhibit G, Space Segment Statement of Work, to be performed by Contractor for the Satellite and the Space Segment.

1.66 “ Net Partial Termination Claim ” has the meaning set forth in Article 21.2.2.

1.67 “ Net Whole Termination Claim ” has the meaning set forth in Article 21.2.1.

1.68 “ Notice of Election ” has the meaning set forth in Article 20.3.1.

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1.69 “ Notice of Termination for Default ” has the meaning set forth in Article 23.

1.70 “ Notice of Termination for Convenience” has the meaning set forth in Article 21.1.

1.71 “ Notice of Termination for Excessive Force Majeure” has the meaning set forth in Article 23.3.

1.72 “Notice to Stop Work” has the meaning set forth in Article 16.2.

1.73 “ NSP ” means not separately priced and included in the Firm Fixed Price.

1.74 “ Option Space Segment ” has the meaning set forth in Article 24.5.

1.75 “ Orbital Performance Incentives ” shall mean, collectively, the Satellite Orbital Performance Incentives and the Space Segment Orbital Performance Incentives.

1.76 “ Orbital Storage ” means, with respect to an otherwise operational Satellite, any period of time of intentional non-use by Purchaser of such Satellite after Acceptance.

1.77 “Original Deadline Date” has the meaning set forth in Article 5.2.3A.

1.78 “ Partial Termination Claim ” has the meaning set forth in Article 21.2.2.

1.79 [*]

1.80 “ Party ” or “ Parties ” means Purchaser, Contractor or both, as the context requires.

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1.81 “ Payment Plan ” means the payment plan for the Satellite, the Space Segment and the DSS, as set forth in Exhibit F, Payment Plan and Termination Liability Amounts. The Payment Plan shall be adjusted to include other Deliverable Items in accordance with Article 24, if the applicable options are exercised, as provided in Exhibit F. The Payment Plan shall also be adjusted in accordance with Article 16, if Change Requests are implemented.

1.82 “Permitted Purposes ” means [*]

1.83 “ Performance Specification ” means the applicable performance specifications for the Satellite, the Space Segment, the GBBF Subsystem, and other Deliverable Items in the context of the applicable clause, as such specification may be amended from time to time in accordance with the terms hereof.

1.84 “ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity.

1.85 “ PMO ” means the Purchaser program management office to be designated by Purchaser.

1.86 “ Product Assurance Program Plan ” means the product assurance program plan attached as Exhibit C, as may be amended from time to time in accordance with the terms hereof.

1.87 “ Proprietary Information ” has the meaning set forth in Article 31.

1.88 “ Purchaser ” has the meaning set forth in the preamble and any successor or assignee permitted hereunder.

1.89 “ Purchaser Background Intellectual Property ” means Intellectual Property first made, developed, or created by Purchaser (or by others, other than Contractor or any of its subcontractors, acting on behalf of Purchaser) prior to the negotiation or performance of the Original Satellite Contract or otherwise first made, developed, or created by Purchaser (or by others, other than Contractor or any of its subcontractors, acting on behalf of Purchaser) other than in performance of or pursuant to this Contract or the Original Satellite Contract and necessary for the use of any Deliverable Item.

1.90 “ Purchaser Delay ” has the meaning set forth in Article 18.

1.91 “ Purchaser Space Segment Foreground Intellectual Property ” means Intellectual Property first made, developed or created by Purchaser (or by others acting on behalf of Purchaser other than Contractor or its subcontractors) with respect to the GBBF Subsystem under the Original Satellite Contract and/or the Space Segment under this Contract. Notwithstanding the foregoing, “Purchaser Space Segment Foreground Intellectual Property” shall not include any Intellectual Property in or relating specifically to the Satellite or any

Intellectual Property first made, developed or created after Space Segment Acceptance or after termination of this Contract.

1.92 “ Satellite ” or “ Spacecraft ” means the communications satellite that is to be manufactured by Contractor and to be Delivered to Purchaser pursuant to this Contract.

1.93 “ Satellite Anomaly ” means, with respect to the Satellite on-orbit, a condition or occurrence that has, in Purchaser’s reasonable opinion, a material adverse impact on the Satellite Stated Life or performance of such Satellite.

1.94 “ Satellite Option ” has the meaning set forth in Article 24.

1.95 “ Satellite Option Exercise ” has the meaning set forth in Article 24.

1.96 “ Satellite Orbital Performance Incentive Period ” has the meaning set forth in Article 13.1.

1.97 “ Satellite Orbital Performance Incentives ” has the meaning set forth in Article 13.1.

1.98 “ Satellite Pre-Shipment Review ” or “ SPSR ” has the meaning set forth in Article 9.

1.99 “ Satellite Test Plan ” means the Satellite program test plan attached as Exhibit D, as may be amended from time to time in accordance with the terms hereof.

1.100 “ Satellite Stated Life ” or “ Satellite Mission Life ” means, with respect to a Satellite, the contracted-for life of fifteen (15) years for such Satellite as set forth in Section 2.7 of Exhibit B, Satellite Performance Specification, commencing upon Acceptance of such Satellite.

1.101 “ Satellite Storage Plan ” has the meaning set forth in Article 24.4 (a).

1.102 “ Satisfactorily Operating Satellite ” has the meaning set forth in Article 13.2.1.

1.103 “ Satisfactorily Operating Space Segment ” has the meaning set forth in Article 13.2.1.

1.104 “ SCF ” means satellite control facility.

1.105 “ SCCS/E ” has the meaning set forth in Article 24.2.

1.106 “ Space Segment ” means the space segment comprised of the Satellite and the GBBF Subsystem, integrated for the purpose of communications services, Delivered by Contractor to Purchaser pursuant to this Contract, as more fully described in Exhibit E, Space Segment Performance Specification and Exhibit G, Space Segment Statement of Work.

1.107 “ Space Segment Acceptance Deadline ” has the meaning set forth in Article 10.1.2.

1.108 “ Space Segment Acceptance Payment ” has the meaning set forth in Article 5.2.3C.

1.109 “ Space Segment IOT ” or “ SSIOT ” means the Space Segment In-Orbit Test in accordance with Article 10.1.2 and as more fully described in Exhibit G, Space Segment Statement of Work and Exhibit H, Space Segment Test Plan.

1.110 “Space Segment IOT Complete Date” has the meaning set forth in Article 10.1.2.

1.111 “ Space Segment Option ” has the meaning set forth in Article 24.5.

1.112 “ Space Segment Option Exercise ” has the meaning set forth in Article 24.5.

1.113 “ Space Segment Option Price ” has the meaning set forth in Article 24.5.

1.114 “ Space Segment Orbital Performance Incentive Period ” has the meaning set forth in Article 13.1.

1.115 “ Space Segment Orbital Performance Incentives ” has the meaning set forth in Article 13.1.

1.116 “Space Segment Test Plan” means the Space Segment test plan attached as Exhibit H, as may be amended from time to time in accordance with the terms hereof.

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1.117 “Space Segment Warranty Termination Payment” has the meaning set forth in Article 10.1.2.

1.118 “Spacecraft Launch Readiness Review” or “SLRR” or “LRR” means the testing and review in accordance with Article 9.2 of this Contract and Section 2.2.7.2 of Exhibit A, Statement of Work.

1.119 “ SSIOT Deadline ” has the meaning set forth in Article 10.4.

1.120 “ Special Adjustment Factors ” means [*]

1.121 “ Standard Adjustment Factors” means [*]

1.122 “ Statement of Work ” or “ SOW ” means, as applicable, the statement of work attached as Exhibit A, Exhibit G or Exhibit J, as the same may be amended from time to time in accordance with the terms hereof.

1.123 “ Storage ” has the meaning set forth in Article 24.4.

1.124 “ Summary In-Orbit Test Report ” shall have the meaning set forth in Exhibit A, Statement of Work.

1.125 “ Taxes ” has the meaning set forth in Article 4.2.

1.126 “ Terminated Ignition ” means that, following the time when the electronic signal is sent to command the opening of any first stage propellant valves, the first stage engines of the Launch Vehicle are shut down for any reason before the hold down mechanism is released and the launch pad is declared safe by the Launch Agency. This definition shall be modified to incorporate the definition of “terminated ignition” from the Launch Service Agreement applicable to the Launch of the Satellite.

1.127 “ Third Party Intellectual Property ” means Intellectual Property owned by any third party (other than a subcontractor acting for or on behalf of Contractor or Purchaser, as applicable) that is directly incorporated in and necessary for the continued use of any Deliverable Item.

1.128 “ Total Loss ” means the destruction or total operational failure of the Satellite or any other condition of the Satellite that precludes the occurrence of the IOT Complete Date. This definition shall be modified to reflect the definition of “total loss” or “total constructive loss” in the Launch and In-Orbit Insurance Policy, if such policy of insurance is obtained.

1.129 “ Whole Termination Claim ” has the meaning set forth in Article 21.2.1.

1.130 “Work-in-process” or “ WIP ” has the meaning set forth in Article 23.1.3.

1.131 “ Work ” means all design, development, construction, manufacturing, labor, and services, including tests to be performed, and any and all Deliverable Items, including the Satellite, the Space Segment, the DSS and the GBBF Subsystem, and software, Deliverable Data, Mission Operations Support Services, Launch Support Services, training, and equipment, materials, articles, matters, services, and things to be furnished and rights (including, but not limited to, rights with respect to Intellectual Property) to be transferred to Purchaser under this Contract, or any subcontract hereunder entered into by Contractor.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ARTICLE 2- SCOPE OF WORK

2.1 Provision of Services and Materials .

Contractor hereby agrees to perform the Work in accordance with this Contract, including the following Exhibits, which are attached hereto and made a part hereof:

2.1.1 Exhibit A, Statement of Work, [*]

2.1.2 Exhibit B, Satellite Performance Specification, [*]

2.1.3 Exhibit C, Product Assurance Program Plan, [*]

2.1.4 Exhibit D, Satellite Test Plan, dated [*]

2.1.5 Exhibit E, Space Segment Performance Specification, dated [*]

2.1.6 Exhibit F, Payment Plan and Termination Liability Amounts, dated [*]

2.1.7 Exhibit G, Space Segment Statement of Work, dated [*]

2.1.8 Exhibit H, Space Segment Test Plan, dated [*]

2.1.9 Exhibit J, ICO DSS SOW and Functional Requirements, dated [*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ARTICLE 3- DELIVERABLE ITEMS AND DELIVERY SCHEDULE

3.1 Deliverable Items .

Subject to the other terms and conditions of this Contract, the items to be delivered under this Contract are specified in the table below and Delivery by Contractor shall occur on or before the corresponding dates in the table below and to the specified locations in the table below (or such other locations as the Parties may agree):

Item	Description	Delivery Date	Delivery Location

1.	Space Segment	Upon Acceptance under Article 10.1.2	In orbit

2.	Satellite	[*]	Contractor’s Facility in Palo Alto, CA

3.	GBBF Subsystem	[*]	Purchaser’s Gateways and Pointing Beacon Station Locations Per SOW, Exhibit G

4.	Deliverable Data	Per SOW, Exhibits A and G	PMO

5.	Training	Per SOW, Exhibits A and G	Per SOW, Exhibits A and G

6.	Launch Support Services	Per SOW, Exhibit A	Per SOW, Exhibit A

7.	Mission Operations Support Services	Per SOW, Exhibits A and G	Per SOW, Exhibits A and G

8.	Dynamic Satellite Simulator (DSS)	[*]	U.S. CONUS Location TBD Per Exhibit J

3.2 Delivery .

Delivery of each Deliverable Item other than the Satellite and the Space Segment, shall occur upon Acceptance of such Deliverable Item in accordance with Article 11. Delivery of the Satellite shall occur upon successful completion of the Satellite Pre-Shipment Review pursuant to Article 9. Delivery of the Space Segment shall occur upon Acceptance of the Space Segment pursuant to Article 10.1.2.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ARTICLE 4 - PRICE

4.1 Firm Fixed Price .

Subject to Article 4.2 hereof, the price to be paid by Purchaser to Contractor for the Deliverable Items set forth in Article 3.1 and for the other rights and services to be provided to Purchaser pursuant to this Contract shall be a firm fixed price of [*] (the “Firm Fixed Price”), which shall be allocated among the Deliverable Items as follows (or such other allocations as the Parties may agree):

Description		Price (U.S. $)

Satellite Construction
Construction of the ICO GEO Satellite, Deliverable Data, Training, Launch Support Services, Mission Operations Support Services, and other services as set forth in Article 3 and Exhibit A, Statement of Work		[*]
Satellite Orbital Performance Incentives (note 1)		[*]
[*]		[*]
Total Satellite Construction		[*]

Space Segment/Ground Based Beam Forming Subsystem (Not Including Satellite)
Construction of the ICO Space Segment/GBBF Subsystem (not including Satellite), Deliverable Data, Training, and other services as set forth in Article 3 and Exhibit G, Statement of Work, and Space Segment Acceptance Payment set forth in Article 5.2.3C		[*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

GBBF Subsystem Delivery Incentive Payment (note 3)		[*]
Space Segment Orbital Performance Incentives (note 4)		[*]
Total Space Segment/Ground Based Beam Forming Subsystem		[*]

Dynamic Satellite Simulator		[*]

Total Contract Price		*[]**

Note (1): The price indicated above includes the maximum potential Satellite Orbital Performance Incentives, subject to the terms of Article 13

[*]

Note (3): The price indicated above includes the maximum potential GBBF Incentive Payment, subject to the terms of Article 5.2.3B

Note (4): The price indicated above includes the maximum potential Space Segment Orbital Performance Incentives, subject to the terms of Article 13. Notwithstanding the above, as provided in Article 13.1, under certain circumstances, the Space Segment Orbital Performance Incentives may increase up to U.S. [*]

Except as otherwise expressly provided in this Contract, the Firm Fixed Price is not subject to any escalation or to any adjustment or revision. The price for those items subject to an option under this Contract is set forth in Article 24.

Except as expressly provided by this Contract, the item price for the Satellite, the Space Segment, the GBBF Subsystem, and the other Deliverable Items specified herein includes all parts and services to be provided pursuant to this Contract including, without limitation, on-going design, manufacturing, installation, tests,

Deliverable Data, rights and interests in Intellectual Property as set forth in this Contract, training, and insurance support services as required by Article 35, packing and transport of the Satellite to the Launch Site, transit insurance and such other insurance as is required by Article 28, all in accordance with the terms and conditions of this Contract, as specified herein.

4.2 Taxes .

The Firm Fixed Price includes all applicable taxes, duties and similar liabilities (including interest, fines, penalties, or additions attributable or imposed on or with respect to, any such taxes, duties and similar liabilities) imposed by any United States federal, state, or local government in connection with this Contract and the taxing authorities having jurisdiction over Launch Services and the Launch Site (“Taxes”) with respect to the Work; provided, however, the Firm Fixed Price does not include any Taxes on the sale of the GBBF Subsystem, the DSS or the SCCS/E (if the applicable options are exercised), the payment of which Taxes shall be the responsibility of Purchaser. Subject to Article 12.3, Contractor has made or will make all the necessary filings in order to deliver the Work (except the GBBF Subsystem, the DSS, and the SCCS/E with respect to Taxes that are the responsibility of Purchaser under this Contract ) free and clear of any liens or encumbrances for Taxes. Subject to the indemnification procedures set forth in Article 20.3, in the event any governmental or taxing authority imposes or assesses Taxes against Purchaser in connection with any Deliverable Item (except as otherwise provided), Contractor shall indemnify Purchaser for any Taxes, interest and penalties on such Taxes paid by or assessed against Purchaser and shall reimburse Purchaser for the reasonable actual costs incurred by Purchaser for defense of any action for payment of such Taxes (whether or not Purchaser actually pays such Taxes).

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

4.3 The Firm Fixed Price includes Launch Support Services for Launch of the Satellite on a U.S. domestic Launch Vehicle, including the Sea Launch Launch Vehicle. In the event that the Purchaser elects to Launch the Satellite on a non-U.S. domestic Launch Vehicle, the Firm Fixed Price shall be increased by one of the following amounts:

i. For Launch on an Ariane Launch Vehicle :		U.S.[*]

ii. For Launch on a Proton Launch Vehicle:		U.S.[*]

ARTICLE 5 - PAYMENTS

5.1 Payment Plan .

Payments by Purchaser to Contractor of the Firm Fixed Price set forth in Article 4, and of the amounts for options, if exercised by Purchaser pursuant to this Contract (other than pursuant to Article 24.5), shall be in accordance with Exhibit F, Payment Plan and Termination Liability Amounts, as applicable thereto. Contractor shall deliver the applicable invoice for payment and any required certification within fifteen (15) days after the later of the completion of the relevant Milestone or the applicable Milestone Date.

5.2 Payment Conditions .

5.2.1 Orbital Performance Incentive Payments . All Satellite Orbital Performance Incentive and Space Segment Orbital Performance Incentive payments shall be made in accordance with Article 13.

5.2.2 Milestone Payments . Subject to Article 5.6, all payments due from Purchaser upon the completion of a Milestone described in the Payment Plan shall be paid no later than thirty (30) days after the receipt by Purchaser of an invoice and certification (delivered in accordance with Article 5.1 above) in the form attached hereto as Attachment A that the Milestone has been completed in accordance with the requirements of this Contract, together with the necessary or appropriate supporting data and documentation as required hereunder, if any, or as Purchaser may reasonably request within ten (10) days of receipt of invoice. Notwithstanding the foregoing, and without prejudice to Purchaser’s rights under Article 5.6, Purchaser, in its sole discretion, may agree to make a partial payment to Contractor for partial completion of a Milestone or for completion of a Milestone prior to the applicable Milestone Date.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

5.2.3B GBBF Incentive Payment .

Without limiting Contractor’s right to any Space Segment Orbital Performance Incentives earned pursuant to Article 13, Contractor may earn, and if earned Purchaser shall pay, [*] (the “GBBF Incentive Payment”) upon Purchaser’s Acceptance of the GBBF Subsystem in accordance with Article 11.2.2 on or prior to [*]. If Purchaser’s Acceptance of the GBBF Subsystem does not occur on or before [*], then, except as provided in this Article 5.2.3B, no GBBF Incentive Payment shall be earned regardless of whether such failure is due to Force Majeure or any other cause or event provided that the date may be extended to the extent provided by and subject to Article 18.

[*]

The amount payable to Contractor under this Article 5.2.3B shall be made no later than thirty (30) days after receipt of an invoice and certification from Contractor that the GBBF event has been completed and is due in accordance with this Article 5.2.3B and documented in accordance with the requirements of this Contract together with the necessary or appropriate supporting data and documentation as required under this Contract. Payment of the GBBF Incentive Payment shall also be subject to the verification process set forth in Article 5.2.2 with respect to Milestone payments as if such event were a Milestone for purposes of this Contract.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

5.2.3C Space Segment Acceptance Payment .

Without limiting Contractor’s right to any Space Segment Orbital Performance Incentives earned pursuant to Article 13, if (but only if) the Space Segment is established to be a Conforming Space Segment at the time of Space Segment Acceptance, Purchaser shall pay to Contractor an amount equal to [*] The amount payable to Contractor under this Article 5.2.3C shall be made no later than thirty (30) days after receipt of an invoice and certification from Contractor that the Space Segment Acceptance Payment is due in accordance with this Article 5.2.3C, together with the necessary or appropriate supporting data and documentation supporting such certification as required under this Contract. Payment of the Space Segment Acceptance Payment shall also be subject to the verification process set forth in Article 5.2.2.

5.2.4 Other Payments .

Unless as otherwise specified herein, all amounts payable to Contractor with respect to other payments not covered in Articles 5.2.1, 5.2.2 and 5.2.3 above, shall be made no later than thirty (30) days after receipt of an invoice and certification in the form attached hereto as Attachment A that such other work has been completed and documented in accordance with the requirements of this Contract together with the necessary or appropriate supporting data and documentation as required under this Contract, if any, or as Purchaser may reasonably request within ten (10) days of receipt of invoice.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

5.2.5 Obligation to Pay .

If Contractor shall not have delivered any invoice required hereunder within the time specified therefor, the relevant payment due from Purchaser shall be suspended (without interest) and shall become payable on or before thirty (30) days after receipt of such invoice.

5.3 Late Payment .

5.3.1 Interest . In the event that any payment due under this Contract is not made when due hereunder, without prejudice to the other rights and remedies under this Contract or at law or in equity under this Contract of the Party entitled to such payment, such Party shall also be entitled to interest at the annualized rate of [*] on the unpaid balance thereof from the date such payment is due hereunder until such time as payment is made.

5.3.2 Stop Work . If any payment is not made by Purchaser by the date thirty (30) days after the due date, Contractor may issue to Purchaser a written notice of reminder for payment. Subject to Article 5.6, if Purchaser does not make the payment within five (5) days of the receipt of the written reminder notice, without prejudice to Contractor’s other rights and remedies under this Contract, Contractor may, upon written notice to Purchaser, elect to suspend performance of the Work. If Contractor subsequently resumes performance of the Work, this Contract shall be Equitably Adjusted.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

5.4 Invoices .

Invoices required to be delivered by Contractor hereunder shall be submitted by facsimile and air mail to Purchaser (original plus one (1) copy, including supporting documentation and data) at the following address:

ICO Satellite Management LLC

222 N. Sepulveda Boulevard

Suite 1770

El Segundo, CA 90245

Attn: Contract Manager

Facsimile: [*]

Telephone: [*]

With a copy to:

ICO Satellite Management LLC

2300 Carillon Point

Kirkland, WA 98033

Attn: CFO

Facsimile: [*]

Telephone: [*]

or to such other address as Purchaser may specify in writing to Contractor.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

5.5 Payment Bank .

All payments made to Contractor hereunder shall be in U.S. currency and shall be made by electronic funds transfer to the following account:

SPACE SYSTEMS/LORAL, INC.

[*]

or such other account or accounts as Contractor may specify in writing to Purchaser.

5.6 Disputed Amounts .

In the event Purchaser determines in good faith that the Milestone covered by Contractor’s invoice has not been completed in accordance with the requirements of this Contract, Purchaser shall so notify Contractor in writing within fifteen (15) days of receipt of the invoice and applicable certification. Such notification shall state in reasonable detail the area(s) Purchaser considers not to be completed in accordance with the requirements of this Contract. Upon completion of the Milestone in accordance with the requirements of the Contract, the Contractor shall issue a replacement invoice. Until the Milestone is completed in accordance with the Contract and issuance of the replacement invoice not disputed by Purchaser in good faith, Purchaser shall have no obligation for payment and no interest shall accrue. Notwithstanding the foregoing, in the event that the noted discrepancy(ies) in Milestone completion does not in Purchaser’s good faith judgment substantially impair the completion of the Milestone, Purchaser shall still pay such invoice; Purchaser, however, may withhold ten percent (10%) of the affected payment which Contractor may immediately invoice upon correction of the discrepancy. Upon receipt of notification from Purchaser contending a Milestone had not been completed, the Parties’ respective program managers shall meet and use good faith efforts to resolve such disagreement.

5.7 Set Off .

In the event one Party has not paid any amount that is due and payable under this Contract, the other Party shall have the right to set off such amount against any payments due to the other Party under this Contract, provided any amount in dispute pursuant to Article 5.6 shall not be considered eligible for setoff while the dispute is being resolved.

ARTICLE 6 - PURCHASER-FURNISHED ITEMS

6.1 Purchaser-Furnished Support .

To enable Contractor to install the GBBF Subsystem and to perform Launch Support Services and Mission Operations Support Services, Purchaser shall timely make available to Contractor the Purchaser-furnished equipment, facilities and services described in Section 2.4 (Purchaser Furnished Items) of Exhibit A, Statement of Work and Section 2.4 (Purchaser Furnished Items) of Exhibit G, Space Segment Statement of Work at the applicable times set forth in such Exhibits, as the same may be adjusted. Such equipment, facilities and services shall be in good working condition and adequate for the required purposes and, for the installation of the GBBF Subsystem and the Launch of and Mission Operations Support Services for the Satellite hereunder, shall be made available free of charge for Contractor’s use (solely for the purposes of this Contract) during the period(s) specified in Exhibit A, Statement of Work or Exhibit G, Space Segment Statement of Work, as the case may be. Purchaser and Contractor will conduct an interface meeting on the date established therefor at the technical interchange meeting described in Section 2.3 (Deliverable Hardware, Software, and Services) of Exhibit A, Statement of Work to confirm the availability and adequacy of such Purchaser-furnished equipment, facilities and services.

6.2 Communications Authorizations .

Contractor shall be responsible, at its cost and expense, for preparing, coordinating and filing all applications, registrations, reports, licenses, permits and authorizations required of Contractor to perform its obligations under this Contract.

Purchaser shall be responsible, at its cost and expense, for preparing, coordinating and filing all applications, registrations, reports, licenses, permits and authorizations with the FCC if required to do so and with any other national governmental agencies having jurisdiction over Purchaser, for the construction,

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

launch and operation of the Satellite and Space Segment. Contractor shall provide such reasonable cooperation and support as Purchaser may reasonably request in support of Purchaser’s preparation, coordination and filing of such applications, registrations, reports, licenses, permits and authorizations. From and after Acceptance of the Space Segment, for any support provided by Contractor under this Article 6.2, Contractor shall be entitled to reimbursement of Actual Costs reasonably incurred in connection with the provision of such support plus a markup of [*] with such Actual Costs and associated markup to be invoiced and paid in accordance with Article 5.

6.3 Radio Frequency Coordination .

Purchaser shall be responsible for the timely preparation and submission of all filings required by the International Telecommunication Union (or any successor agency thereto) and all relevant domestic communications regulatory authorities regarding radio frequency and orbital position coordination. Such filings shall be made in accordance with the Radio Regulations of the International Telecommunication Union (or any successor agency) and the laws and regulations of all domestic communications regulatory authorities having jurisdiction over Purchaser. Contractor shall, at its own cost and expense, provide such reasonable cooperation and support as Purchaser may reasonably request in support of Purchaser’s efforts in the preparation and submission of such filings. From and after Acceptance of the Space Segment, for any support provided by Contractor under this Article 6.3, Contractor shall be entitled to reimbursement of Actual Costs reasonably incurred in connection with the provision of such support plus a markup of [*] with such Actual Costs and markup to be invoiced and paid in accordance with Article 5.

6.4 Satellite Performance Data .

Commencing with the first full calendar month following Acceptance of the Satellite, Purchaser shall provide a report to Contractor describing the general health and operating status of such Satellite. Such report shall be provided to

Contractor on a monthly basis thereafter, delivered to Contractor promptly after the end of each month during the Satellite Stated Life. In the event of a Satellite Anomaly that occurs during the Satellite Stated Life, Purchaser shall timely provide Contractor with or give Contractor access to any data Contractor may reasonably require to investigate or correct (if Contractor is able to do so) such Satellite Anomaly and/or support Purchaser in making and perfecting claims for insurance recovery relating to such Satellite Anomaly as set forth in Article 35.2. In no event shall Purchaser have liability for failing to deliver any report under this Article 6.4 or for the contents thereof except to the extent, if any, such failure to report is a material reason Contractor shall fail to earn Satellite Orbital Performance Incentives in accordance with Article 13 hereof (and then only with respect to such unearned Satellite Orbital Performance Incentives).

6.5 Late Delivery of Purchaser-Furnished Items or Services .

The late delivery of Purchaser-furnished items or services, individually or combined, shall be subject to Article 18.

6.6 Launch Services .

Purchaser shall be responsible for furnishing Launch Services for the Satellite and Purchaser shall no later than twelve (12) months prior to Delivery of the Satellite, notify Contractor of its selection of the Launch Vehicle for the Launch of the Satellite. The Launch Vehicle shall be one of the candidate Launch Vehicles identified in Paragraph 2.1 (Launch Requirements) of Exhibit B, Satellite Performance Specification, and the Launch Date shall be compatible with the Satellite Delivery schedule set forth in Article 3.1 hereof.

ARTICLE 7 - COMPLIANCE WITH U.S. LAWS AND DIRECTIVES

7.1 General .

Each Party shall, at its expense, perform their respective obligations hereunder in accordance with all applicable laws, regulations, and policies of the United States and the conditions of all applicable United States Government approvals, permits, or licenses.

7.2 Compliance with U.S. Export Control Laws .

7.2.1 Contractor shall, at its expense, perform the Work in accordance with all applicable export control laws, regulations, and policies of the United States and the conditions of all applicable United States Government approvals, permits, and licenses and shall provide Purchaser such assistance as Purchaser may reasonably request.

7.2.2 Any obligation of Contractor hereunder to provide hardware, software, Deliverable Data, other technical information or technical services to Purchaser and its personnel and/or its representatives shall be subject to applicable U.S. Government export control and security laws, regulations, policies and license conditions, as construed by Contractor in good faith. The Parties shall work cooperatively and in good faith to implement this Contract in compliance with such laws, regulations, policies and license conditions. If and to the extent required by U.S. law, Purchaser and its personnel and/or representatives shall enter into U.S. Government-approved agreement(s), separate from this Contract, governing Contractor’s provision of hardware, software, Deliverable Data, other technical information or technical services in connection with this Contract.

7.3 Licenses and Other Approvals .

Contractor shall at its expense timely apply for and, once issued, maintain all U.S. Government export licenses, agreements and other approvals that are required for “foreign person” personnel and/or representatives of Purchaser

(including, but not limited to, all foreign Affiliates and related entities of Purchaser involved with the procurement) as well as Purchaser’s insurance providers to have access to Contractor facilities, hardware, software, Deliverable Data, other technical information or technical services in connection with the performance of this Contract. A “foreign person” shall be as defined in the International Traffic in Arms Regulations, 22 C.F.R. §120.16, as amended. As early as practicable, Purchaser shall provide Contractor with a list of countries (if other than the U.S.) of which “foreign person” personnel and/or representatives of Purchaser (including, but not limited to foreign subsidiaries and related entities of Purchaser involved with the procurement) as well as Purchaser’s insurance providers if such personnel, representatives, insurance providers will or may have access to U.S. export-controlled items under this Contract. Purchaser shall provide the reasonable cooperation and support necessary for Contractor to apply for and maintain such required U.S. export licenses, agreements and other approvals, and shall promptly notify Contractor of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements and approvals. At Purchaser’s request, Contractor shall include Purchaser (and related entities involved with the procurement) as a named party in any application to the U.S. government for approval of such export licenses, agreements and other approvals so as to permit Purchaser to be present during any discussion or meetings where Purchaser’s foreign subsidiaries/related entities, insurance providers may receive from or discuss with Contractor export-controlled technical data. Contractor shall provide the parties to such export licenses and agreements copies of the export licenses and agreements, including any U.S. government provisos related to same.

NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT, IN NO EVENT SHALL CONTRACTOR BE OBLIGATED UNDER THIS CONTRACT TO PROVIDE ACCESS TO CONTRACTOR OR SUBCONTRACTOR FACILITIES; PROVIDE ACCESS TO OR FURNISH HARDWARE, SOFTWARE, DELIVERABLE DATA OR OTHER TECHNICAL INFORMATION; OR PROVIDE TECHNICAL SERVICES, TO ANY PERSON EXCEPT IN COMPLIANCE WITH APPLICABLE U.S. EXPORT CONTROL LAWS, REGULATIONS, POLICIES AND LICENSE CONDITIONS, AS CONSTRUED BY CONTRACTOR IN GOOD FAITH.

7.4 No Unauthorized Exports or Retransfers .

PURCHASER SHALL NOT EXPORT OR TRANSFER TO ANY “FOREIGN PERSON” ANY HARDWARE, SOFTWARE, DELIVERABLE DATA, OTHER TECHNICAL INFORMATION OR TECHNICAL SERVICES FURNISHED HEREUNDER, EXCEPT AS EXPRESSLY AUTHORIZED BY THE U.S. GOVERNMENT IN ACCORDANCE WITH THE EXPORT LICENSES, AGREEMENTS AND OTHER APPROVALS REFERENCED IN ARTICLES 7.2 AND 7.3 OR AS OTHERWISE EXPRESSLY AUTHORIZED UNDER U.S. EXPORT CONTROL LAWS.

IF PURCHASER IS A “FOREIGN PERSON”, PURCHASER UNDERSTANDS AND WARRANTS THAT IT SHALL NOT RE-EXPORT, RE-TRANSFER OR DIVERT TO ANY THIRD PARTY ANY ITEM EXPORTED TO PURCHASER UNDER OR IN CONNECTION WITH THIS CONTRACT, EXCEPT AS EXPRESSLY AUTHORIZED BY THE U.S. GOVERNMENT IN ACCORDANCE WITH THE EXPORT LICENSES, AGREEMENTS OR OTHER APPROVALS REFERENCED IN ARTICLES 7.2 AND 7.3 OR AS OTHERWISE EXPRESSLY AUTHORIZED UNDER U.S. EXPORT CONTROL LAWS.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ARTICLE 8 - ACCESS TO WORK-IN-PROCESS

8.1 General .

Contractor represents and warrants that, subject to Article 7, the access to the Work (which shall include access to the Work-in-process) to be provided Purchaser personnel (and Purchaser’s consultants and agents) under this Contract is, or shall be, substantially similar to the access Contractor provides to its other major commercial customers. In the event Contractor becomes aware that the access to the Work provided to Purchaser under this Contract is not as extensive as required by this Contract, Contractor shall promptly remedy that situation.

8.2 Work-in-Process at Contractor’s Facility .

Subject to Article 7 and compliance with Contractor’s normal and customary safety and security regulations and practices, Purchaser personnel (and Purchaser’s consultants and agents) shall be allowed access to all Work being performed at Contractor’s facility for the Satellite, the GBBF Subsystem, the Space Segment, the DSS and other Deliverable Items, for the purpose of observing the progress of such Work. Subject to Article 7, Purchaser shall be provided not less than [*] non-escort permanent badges and not less than [*] escort badges to agreed work areas where the Work is being performed. For Purchaser’s personnel, consultants and agents without such badges, access to the Work shall be, upon reasonable prior notice to Contractor, and shall occur during normal working hours or at such other hours as Contractor may agree.

8.3 Work-in-Process at Subcontractors’ Facilities .

In the case of Contractor’s Major Subcontracts (which, for purposes of this Article 8.3, shall include Contractor’s subcontract with the principal GBBF Subsystem supplier regardless of the value of such subcontract), and such other non-major subcontracts under which the effort in support hereunder involves significant design or qualification or the subcontractor is experiencing performance

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

difficulties which may have a material adverse effect on the Delivery schedule or performance or provision of a Deliverable Item, Contractor shall use commercially reasonable efforts to require that each such subcontract contain a provision substantially similar to this Article 8 with respect to access to the applicable subcontractor’s facilities and performance of the Work. Such access shall be subject to Article 7 and (i) each such subcontractor’s safety and security regulations of which Purchaser is advised in writing prior to any visit, and (ii) the right of Contractor to accompany Purchaser on any such visit to a subcontractor’s facility.

8.4 On-Site Facilities for Purchaser’s Personnel .

For the purpose of monitoring the progress of the Work being performed by Contractor hereunder, Contractor shall provide office facilities at or proximate to Contractor’s plant for not less than [*] resident Purchaser personnel (and/or Purchaser’s duly appointed consultants and agents) through Acceptance of the last Satellite ordered hereunder (or through Acceptance and completion of all testing of the associated Space Segment, if Acceptance therefor is later). The office facilities to be provided shall include such services as Purchaser shall reasonably require including a reasonable amount of office space, office furniture, local telephone service, reasonable long-distance telephone usage, access to copy machines, facsimile machines, meeting and conference rooms, internet access and to the extent available, videoconference rooms, and car parking facilities, to the extent necessary to enable Purchaser personnel to monitor the progress of Work under this Contract. In the case of Contractor’s Major Subcontracts related to the payload, Contractor shall use commercially reasonable efforts to ensure that reasonable office facilities at the sites of such major subcontractors for up to [*] Purchaser personnel (and/or Purchaser’s duly appointed consultants and agents) are provided on a temporary basis to attend meetings or witness tests.

8.5 Purchaser Representatives as Competitors/Foreign Persons .

Purchaser’s consultants and agents that are provided access to the Work shall not be in direct Competition with and shall not currently be employed by companies or entities that are Competitors of Contractor. Purchaser shall notify Contractor in writing of the name, title or function, business relationship, employer, citizenship status under U.S. export laws and such other information as may be reasonably requested by Contractor, with respect to each of its intended consultants and agents, and cause each such consultant and agent to (i) execute a confidentiality agreement directly with Contractor in form and substance reasonably satisfactory to Contractor and containing terms substantially the same as those set forth in Article 31 and (ii) pursuant to Article 7, execute a Technical Assistance Agreement or other agreement to ensure compliance with applicable U.S. export control laws and regulations to the extent required by applicable U.S. export laws or regulations as interpreted by Contractor in good faith. Contractor may in good faith deny any consultant or agent of Purchaser access to Contractor facilities, products or information.

8.6 Interference with Operations .

Purchaser shall in good faith exercise its rights under this Article 8 in a manner that does not unreasonably interfere with Contractor’s or its subcontractors’ normal business operations or Contractor’s performance of its obligations under this Contract or any agreement between Contractor and its subcontractors.

8.7 Financing Entities .

Subject to the provisions of Article 7, and compliance with Contractor’s normal and customary safety and security regulations and practices of which Purchaser has received prior written notice, each Financing Entity shall have access to the Work in the same manner and to the same extent as Purchaser’s consultants and agents under this Article 8.

ARTICLE 9 - SATELLITE PRE-SHIPMENT REVIEW (SPSR) AND SPACECRAFT
LAUNCH READINESS REVIEW (SLRR)

9.1 Satellite Pre-Shipment Review (SPSR) .

9.1.1 Contractor to Review Each Satellite Prior to Shipment . Contractor shall conduct a review of the Satellite prior to Contractor’s shipment of such Satellite to the Launch Site or placement in Storage, as applicable. Upon Contractor determining in good faith that the Satellite is ready for Delivery, Contractor shall conduct a Satellite Pre-Shipment Review. This review shall be in accordance with the terms of this Article 9 and Section 2.2.4 (Satellite Pre-Shipment Review) of Exhibit A, Statement of Work (a “Satellite Pre-Shipment Review” or “SPSR”).

9.1.2 Time, Place and Notice of SPSR; Failure to Conduct . The SPSR shall take place at Contractor’s facility. Contractor shall notify Purchaser in writing on or before thirty (30) days prior to the scheduled date for the commencement of such SPSR for the Satellite. If such time is not convenient for Purchaser, Contractor shall make reasonable efforts to accommodate Purchaser’s scheduling requirements. If Purchaser should fail to participate in the SPSR with respect to the Satellite or fails to provide written notice of objections in accordance with Article 9.1.5 within seventy-two (72) hours of completion of the SPSR. Purchaser shall be deemed to have notified Contractor pursuant to Article 9.1.5 hereof that SPSR for such Satellite has been successfully completed.

9.1.3 Conduct and Purpose of SPSR . Each SPSR shall be conducted in accordance with the terms of this Article 9 and Section 2.2.4 (Satellite Pre-Shipment Review) of Exhibit A, Statement of Work. The purpose of each SPSR shall be to (i) review test data and analyses for the Satellite, (ii) demonstrate all testing has been completed in accordance with Exhibit D, Satellite Test Plan, and (iii) determine whether such Satellite meets applicable Satellite performance specification requirements, as set forth in

Exhibit B, Satellite Performance Specification (except those requirements that have been waived pursuant to Article 9.3 below), and is ready for shipment to the Launch Site.

9.1.4 Purchaser’s Inspection Agents . Purchaser may, subject to prior written notice to Contractor, cause any Purchaser personnel, consultant or agent designated by Purchaser to observe the SPSR pursuant to this Article 9; provided, however, that the provisions of Article 7 and Article 8.5 shall apply to any such Person.

9.1.5 SPSR Results . In the event that such SPSR demonstrates (i) that all testing has been performed in accordance with Exhibit D, Satellite Test Plan and (ii) conformity of such Satellite to the applicable requirements of Exhibit B, Satellite Performance Specification, (including any waivers or deviations approved by Purchaser pursuant to Article 9.3), Purchaser shall within seventy-two (72) hours of completion of the relevant SPSR direct Contractor in writing either to ship the Satellite to the Launch Site for Launch or place the Satellite in storage in accordance with Article 24.4. In the event that such SPSR discloses: (i) a failure to conduct testing in accordance with Exhibit D, Satellite Test Plan, or (ii) a non-conformance of such Satellite to the requirements of Exhibit B, Satellite Performance Specification, either of which is not the subject of any waivers or deviations approved by Purchaser pursuant to Article 9.3, Purchaser shall, within seventy-two (72) hours after completion of the relevant SPSR, deliver a written notice to Contractor setting forth the testing and/or contractual requirements that Purchaser believes have not been met, and Contractor shall correct or repair each such non-conformance and resubmit such Satellite for additional testing, in accordance with applicable requirements of Exhibit D, Satellite Test Plan and a second SPSR shall be held in accordance with the procedures of this Article 9. Any additional testing and a subsequent SPSR shall be conducted to the extent relevant

and necessary to demonstrate that the Satellite conforms to the requirements of Exhibit B, Satellite Performance Specification. Upon direction from Purchaser to Contractor to ship the Satellite to the Launch Site, Contractor shall transport such Satellite, in accordance with Contractor’s standard commercial practices, to the Launch Site and proceed with the Spacecraft Launch Readiness Review for such Satellite. In no event shall Contractor be required to ship the Satellite to the Launch Site until all non-conformances are corrected, repaired or have an approved waiver (or deviation) pursuant to Article 9.3.

9.1.6 Inspection Costs Borne by Purchaser . All costs and expenses incurred by Purchaser and its agents in the exercise of its inspection rights under this Article 9, including travel and living expenses, shall be borne solely by Purchaser.

9.1.7 Correction of Deficiencies after SPSR . If at any time following the SPSR for the Satellite and prior to Intentional Ignition (or, in the event of a Terminated Ignition, prior to any subsequent Intentional Ignition), such Satellite fails to meet Exhibit B, Satellite Performance Specification, as may be modified as of such time pursuant to Article 9.3, Contractor shall, at Contractor’s expense (except as provided in Article 12.1 relating to Purchaser’s responsibility for the costs occurred as a result of Terminated Ignition) promptly undertake to correct such deficiencies prior to Intentional Ignition (or, in the case of a Terminated Ignition, prior to any subsequent Intentional Ignition).

9.2 Spacecraft Launch Readiness Review (SLRR) .

After shipment of the Satellite to the Launch Site and prior to Launch, Contractor shall conduct a Spacecraft Launch Readiness Review in accordance with the requirements of Section 2.2.7.2 (Spacecraft Launch Readiness Review) of Exhibit A, Statement of Work. Contractor shall give Purchaser personnel reasonable advance notice of such SLRR. The purpose of the SLRR is to verify that all testing required under Exhibit D, Satellite Test Plan, has been successfully completed and the Satellite meets all the parameters required to be tested thereunder (including any waivers or deviations approved by Purchaser pursuant to Article 9.3). The SLRR will be deemed successfully completed when Contractor has verified and the Parties agree that the above-stated purposes of the SLRR have been met and the Satellite is ready to be integrated with the Launch Vehicle. Within twenty-four (24) hours after completion of the SLRR, Purchaser shall notify Contractor of its (i) concurrence with the results of the SLRR, including any waiver of its right to compel correction of those non-conformances to the applicable provisions of this Contract or (ii) specific non-conformances of such Satellite to the requirements of this Contract which are not the subject of any waivers or deviations approved by Purchaser. Purchaser’s notice shall state each such non-conformance (with reference to the applicable requirements of this Contract deemed not met) it requires to be corrected or repaired, and Contractor shall correct or repair each such non-conformance and resubmit such Satellite for Purchaser’s concurrence. Purchaser’s failure to provide notice of specific non-conformance within twenty-four (24) hours after receipt of Contractor’s verification shall be deemed concurrence.

9.3 Waivers and Deviations .

Contractor shall timely notify Purchaser in writing from time to time of any failure of the Work to meet the requirements of the Contract. With respect to any deviation or waiver from the Contract that Contractor shall in reasonable good faith believe that Purchaser should waive or approve or that Purchaser shall determine to waive or approve, Contractor shall submit to Purchaser a request for a waiver of, or deviation from, the provisions(s) of the Performance Specification applicable to the Satellite or Space Segment, which request shall set forth in detail the extent of the impact on the Performance Specifications. A request for waiver or deviation shall be deemed granted only if it has been approved in writing by a duly authorized representative of Purchaser and expressly approving the modification to the Performance Specifications. Each such waiver or deviation approved by Purchaser shall be deemed an amendment to the Performance Specification for such Satellite or Space Segment, permitting such waiver thereof, or deviation therefrom, effective on or after the date of such approval for such Satellite or Space Segment. Purchaser shall consider each waiver or deviation request in good faith.

ARTICLE 10 - SATELLITE AND SPACE SEGMENT ACCEPTANCE

10.1 In-Orbit Testing (IOT) .

10.1.1 Satellite . Acceptance of the Satellite shall be deemed to occur upon the earlier of: (i) the IOT Complete Date (which shall occur as set forth below unless there is a Total Loss of the Satellite); or (ii) the instant immediately prior to an event on or after Intentional Ignition resulting in the Total Loss of the Satellite (or the Satellite being reasonably determined to be a Total Loss) (“Acceptance” for a Satellite). Upon arrival of the Satellite at its specified orbital location, Contractor shall, in accordance with the Exhibit A, Statement of Work and Exhibit D, Satellite Test Plan, perform the IOT. When the IOT has been completed for the Satellite, Contractor shall conduct an IOT Data Review Meeting (in accordance with Exhibit A, Statement of Work), during which Contractor shall submit the IOT results to Purchaser. Within three (3) days after the completion of such IOT Data Review Meeting, Purchaser shall notify Contractor of its acceptance of the IOT results. The IOT Complete Date shall occur upon the earlier of: (i) the date on which Purchaser shall have notified Contractor in writing of its Acceptance of IOT results and (ii) the third day following the IOT Data Review Meeting (“IOT Complete Date”). Notwithstanding any of the foregoing, Purchaser may direct Contractor to perform testing other than as required for IOT at any time during IOT or after receipt of the IOT results and Contractor agrees to undertake such additional tests subject to: (i) agreement on who will pay the costs of such additional tests, and (ii) commencement of the Satellite Orbital Performance Incentive Period for purposes of earning the Satellite Orbital Performance Incentives to be paid pursuant to Article 13 hereof.

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10.1.2 Space Segment .

A. Acceptance of the Space Segment shall occur upon the earlier of (i) the instant immediately prior to an event on or after Intentional Ignition resulting in the Total Loss of the Satellite (or the Satellite being reasonably determined to be a Total Loss); (ii) the establishment in accordance with Article 10.1.2B prior to the Space Segment Acceptance Deadline that the Space Segment [*]

Nothing in this Article 10.1.2 shall in any manner affect Acceptance of the Satellite under Article 10.1.1 or otherwise establish obligations or liabilities of Contractor with respect to the Satellite other than those set forth in this Contract without this Article 10.1.2.

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[*]

B. Contractor shall perform the Space Segment IOT in accordance with the applicable provisions of Exhibit G, Space Segment SOW, and Exhibit H, Space Segment Test Plan. When the Space Segment IOT has been completed, Contractor shall conduct a Space Segment IOT Review (in accordance with Exhibit G, Space Segment Statement of Work), during which Contractor shall submit the Space Segment IOT results to Purchaser. Within seventy-two (72) hours after completion of such review meeting, Purchaser shall notify Contractor of its acceptance of the IOT results (the “Space Segment IOT Complete Date”). Should the results of Space Segment IOT reviewed at the Space Segment IOT Review establish that the Space Segment is a [*] the Space Segment shall be Accepted on such basis pursuant to the criteria set forth in subclause (ii) of the first paragraph of Article 10.1.2A. Notwithstanding any of the foregoing: (i) should the results of Space

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Segment IOT reviewed at the Space Segment IOT Review establish that the Space Segment is a [*] then Purchaser may direct Contractor, or Contractor may elect, at the review meeting to continue appropriate efforts to achieve the performance of a [*] (whichever shall first occur) up until Acceptance of the Space Segment upon the Space Segment Acceptance Deadline; and (ii) Purchaser may direct Contractor to perform testing other than as required of SSIOT at any time during the Space Segment IOT or after receipt of the Space Segment IOT results and Contractor agrees to undertake such additional tests subject to: (a) agreement on who will pay the costs of such additional tests, and (b) commencement of the Space Segment Orbital Performance Incentive Period for purposes of earning the Space Segment Orbital Performance Incentives to be paid pursuant to Article 13 hereof. Notwithstanding the above, all tests to establish that the Space Segment [*] shall be borne by Contractor and Space Segment Orbital Performance Incentives shall in no event commence prior to Acceptance of the Space Segment.

Purchaser may, subject to prior written notice to Contractor, cause any Purchaser personnel, consultant or agent designated by Purchaser to observe the Space Segment IOT.

Unless otherwise agreed, Acceptance of the Space Segment pursuant to subclause (ii) or (iii) of the first paragraph of Article 10.1.2A shall not occur prior to the SSIOT Complete Date.

C. Except as the Parties may agree in their discretion, SSIOT shall not commence prior to Acceptance of the GBBF Subsystem, provided that upon the request of either Party, the other Party will give good faith consideration to any request to commence SSIOT prior to Acceptance

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of the GBBF Subsystem, taking into account pertinent factors including but not limited to material non-conformances of the GBBF Subsystem with Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification. Notwithstanding the above, the FCC certification as described in Article 2.3.8 of Exhibit G, Space Segment Statement of Work, may at the request of Purchaser commence prior to Acceptance of the GBBF Subsystem.

D. [*]

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E. [*]

10.2 Consequences of Acceptance of the Satellite and Space Segment .

10.2.1 Consequences of Acceptance of the Satellite . After Acceptance of the Satellite, Contractor shall have no further obligation with respect to such Satellite, except as otherwise provided in Articles 10.1.1 (if Purchaser orders additional testing), 10.3, 15.2, and 35.2; moreover, except as otherwise provided in Article 15.1.3, 15.2, 19, and 35.2, Contractor’s loss of Orbital Performance Incentives pursuant to Article 13 shall be Purchaser’s sole and exclusive remedy with respect to the Satellite’s performance after Intentional Ignition.

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10.2.2 Consequences of Acceptance of the Space Segment . Upon and after Acceptance of the Space Segment, Contractor shall have no further obligation with respect to such Space Segment, [*] This Article 10.2.2 shall not affect Purchaser’s other express rights under this Contract directly relating to the Space Segment including under Articles 19 and 32.

10.3 Post-Eclipse Report .

In the event no solar eclipse occurs during IOT, Contractor shall, at Purchaser’s request, and subject to making the Satellite and necessary Purchaser facilities available to Contractor, for the first solar eclipse following completion of IOT, conduct eclipse testing in accordance with Exhibit D, Satellite Test Plan, and prepare and provide Purchaser an eclipse test report detailing the Satellite’s performance against the applicable Satellite performance requirements during an eclipse in accordance with Exhibit B, Satellite Performance Specifications. If the Satellite does not meet all the Exhibit B, Satellite Performance Specifications during such first solar eclipse season, the Satellite Orbital Performance Incentives shall be subject to adjustment in accordance with Article 13.2.10.

ARTICLE 11 - ACCEPTANCE INSPECTION FOR DELIVERABLE ITEMS OTHER
THAN SATELLITE OR SPACE SEGMENT

11.1 Deliverable Items of Hardware Other Than Satellite, Space Segment and/or GBBF Subsystem .

11.1.1 Inspection . With respect to each Deliverable Item of hardware (including software integrated in hardware) other than the Satellite, the Space Segment and/or the GBBF Subsystem, Contractor shall perform such review and testing, if any, required by Exhibit A, Statement of Work or Exhibit G, Space Segment Statement of Work, as applicable. Upon Contractor’s certification that the Deliverable Item meets the requirements of this Contract and is available for delivery, Contractor shall ship or transfer the Deliverable Item to the location designated in Article 3.1. Purchaser shall perform an acceptance inspection within ten (10) days after such Deliverable Item arrives and is otherwise ready for inspection. The purpose of the acceptance inspection shall be to determine whether each such Deliverable Item meets applicable Performance Specification requirements as of the date of such delivery, as such requirements may have been modified pursuant to Article 11.7.

11.1.2 Acceptance Inspection Results . Within fifteen (15) days after completion of the acceptance inspection pursuant to this Article 11.1 for such Deliverable Item, Purchaser shall notify Contractor in writing of the results of such acceptance inspection with respect to such Deliverable Item. In the event that such acceptance inspection demonstrates conformity of such Deliverable Item to the requirements of the applicable Performance Specification, such Deliverable Item shall be accepted by Purchaser for all purposes hereunder (“Acceptance” with respect to each such Deliverable Item other than the Satellite, the Space Segment, and the GBBF Subsystem), and Purchaser’s notice shall so state. In the event that Purchaser’s acceptance inspection discloses any non-conformance of

such Deliverable Item to the applicable Performance Specification, Purchaser’s notice shall identify each such non-conformance (with reference to the applicable requirement of the Performance Specification deemed not met), and Contractor shall correct or repair such non-conformance and resubmit such Deliverable Item for a second acceptance inspection in accordance with this Article 11. Such second acceptance inspection shall be conducted by Purchaser in accordance with this Article 11 to the extent the Purchaser deems relevant and necessary to verify the hardware (including integrated software) conforms to the requirements of the applicable Performance Specification. If Purchaser fails to provide notice within the fifteen (15) day period, Acceptance shall be deemed to have occurred with respect to such Deliverable Item.

11.2 GBBF Subsystem .

11.2.1 Notice and Shipment . Contractor shall notify Purchaser in writing, at least ten (10) days prior to shipment, that Contractor is prepared to ship the GBBF Subsystem to Purchaser’s gateways and pointing beacon station locations for final installation and testing. Upon Contractor’s certification that the GBBF Subsystem meets the requirements of this Contract and is available for delivery, Contractor shall ship the GBBF Subsystem (in its constituent parts as appropriate) to the Purchaser’s gateways and pointing beacon station locations, as applicable, for final integration and testing in accordance with the applicable provisions of Exhibit G, Space Segment Statement of Work and Exhibit H, Space Segment Test Plan.

11.2.2 Acceptance . Contractor shall install and test the GBBF Subsystem as specified in the applicable Exhibits and certify to Purchaser in writing at the GBBF Subsystem acceptance test review meeting the results of the testing performed on the installed GBBF Subsystem and confirming that the GBBF Subsystem meets the applicable performance requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space

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Segment Performance Specification. Promptly (but in no event more than three (3) days) after the completion of the acceptance review meeting, Purchaser shall either accept the GBBF Subsystem in writing as complying with the applicable requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification (“Acceptance” for the GBBF Subsystem) or notify Contractor in writing as to how the GBBF Subsystem fails to comply with the applicable specified requirement(s). Upon receipt of Purchaser’s notice of defects (if any), Contractor shall repair or replace any non-conforming unit(s) of the GBBF Subsystem, at Contractor’s election and expense, and resubmit the GBBF Subsystem for Acceptance with a written certification of the results of the corrective action taken. Promptly (but in no event more than three (3) days) after receipt of Contractor’s written certification, and provided that Purchaser shall have determined in good faith that all applicable non-conformities have been corrected, Purchaser shall provide written notice of Acceptance of the GBBF Subsystem. If Purchaser fails to provide notice within the periods set forth in this section, Acceptance shall be deemed to have occurred with respect to the GBBF Subsystem.

If not earlier Accepted as provided in the foregoing provisions of this Article 11 or terminated for default pursuant to Article 23.1, the GBBF Subsystem shall [*]

11.3 Deliverable Data .

Purchaser shall, within ten (10) days of delivery by Contractor to the location designated in Article 3.1 of Deliverable Data requiring Purchaser approval pursuant to the Exhibit A, Statement of Work or Exhibit G, Space Segment Statement of Work, as the case may be, notify Contractor in writing that such

Deliverable Data has been accepted in accordance with the applicable Exhibit (“Acceptance” with respect to each such item of Deliverable Data), or that such Deliverable Data does not comply with the applicable requirements of the applicable Exhibit, identifying each such non-conformance (with reference to the applicable requirement of the Exhibit deemed not met). Contractor shall promptly correct any non-compliant aspect of such Deliverable Data identified in such notice from Purchaser, and re-submit it to Purchaser for a second acceptance inspection pursuant to this Article 11.3. The provisions of this Article 11.3 shall thereafter apply to the corrected Deliverable Data. If Purchaser fails to provide notice within such ten (10) day period, Acceptance shall be deemed to have occurred with respect to such Deliverable Data.

11.4 Training .

Acceptance of training, or any part thereof, required by Exhibit A, Statement of Work or Exhibit G, Space Segment Statement of Work, as the case may be, shall occur upon Contractor furnishing training, or such part thereof, to Purchaser in accordance with the Delivery schedule and in a condition conforming to the applicable Exhibit. Any training furnished to Purchaser shall be accompanied by written notice from Contractor specifying that portion of the training being furnished. If such training or part thereof is unacceptable, Purchaser shall timely notify Contractor in writing that the training, or part thereof, does not conform to the requirements of the applicable Exhibit, identifying each such non-conformance (with reference to the applicable requirement of the applicable Exhibit deemed not met). Contractor shall, at its expense, promptly correct such non-conformance and shall notify Purchaser that the corrections have been made. The provisions of this Article 11.4 shall thereafter apply to the corrected training.

11.5 Other Services .

Acceptance of other services provided hereunder ( e.g. , Launch Support Services and Mission Operations Support Services), or any part thereof, shall occur upon

Contractor furnishing such services, or such part thereof, to Purchaser in accordance with the Delivery schedule set forth in Article 3.1 and in a condition conforming to the requirements of this Contract. To the extent feasible, any such services furnished to Purchaser shall be accompanied by written notice from Contractor specifying that portion of the services being furnished. If such services or part thereof are unacceptable, Purchaser shall timely notify Contractor that the services, or part thereof, do not conform to the requirements of the applicable Exhibit identifying each such non-conformance (with reference to the applicable requirement of the applicable Exhibit deemed not met). Contractor shall promptly correct such non-conformance to the extent feasible and shall notify Purchaser that the corrections have been made. The provisions of this Article 11.5 shall thereafter apply to the corrected services.

11.6 Purchaser’s Inspection Agents .

Purchaser may, upon giving prior written notice to Contractor, cause any Purchaser personnel, consultant or agent designated by Purchaser to observe or conduct the acceptance inspection pursuant to this Article 11 in whole or in part; provided, however, that the provisions of Article 7 and Article 8.5 shall apply to any such agent and such agent shall comply with Contractor’s normal and customary safety and security regulations provided to Purchaser in writing in advance of such inspection.

11.7 Waivers and Deviations .

waiver or deviation shall be deemed granted only if it has been approved in writing by a duly authorized representative of Purchaser and expressly approving the modification to the Performance Specifications. Each such waiver or deviation approved by Purchaser shall be deemed an amendment to the Performance Specification for such Deliverable Item, permitting such waiver thereof, or deviation therefrom, effective on or after the date of such approval for such Deliverable Item. Purchaser shall consider each waiver or deviation request in good faith.

11.8 Inspection Costs Borne by Purchaser .

All costs and expenses incurred by Purchaser or its agents in the performance of its inspection rights under this Article 11, including travel and living expenses, shall be borne solely by Purchaser.

11.9 Warranty Obligations .

Except as expressly provided in Article 10.2.2 with respect to the Space Segment, in no event shall Contractor be released from any of its warranty obligations applicable to any Deliverable Item (other than a Satellite as set forth in Article 15) as a result of Purchaser’s Acceptance pursuant to this Contract.

ARTICLE 12 - TRANSFER OF TITLE AND RISK OF LOSS

12.1 Satellite .

Except as provided in Article 21 or Article 23 or Article 24.4 (if the Storage option is exercised), title (free and clear of all liens and encumbrances of any kind) and risk of loss or damage to the Satellite to be delivered under this Contract shall pass from Contractor to Purchaser at the time of Intentional Ignition of the Launch Vehicle used for the Launch of such Satellite; provided, however, in the event of a Terminated Ignition for the Satellite, title to and risk of loss or damage to such Satellite shall revert to Contractor upon such Terminated Ignition and shall again pass to Purchaser upon the subsequent Intentional Ignition of the Launch Vehicle used for Launch of such Satellite.

UPON AND AFTER INTENTIONAL IGNITION OF THE LAUNCH VEHICLE FOR THE SATELLITE, UNLESS AND TO THE EXTENT OF A TERMINATED IGNITION AS PROVIDED HEREIN, CONTRACTOR’S SOLE FINANCIAL RISK, AND THE SOLE AND EXCLUSIVE REMEDIES OF PURCHASER OR ANY PARTY ASSOCIATED WITH PURCHASER, WITH RESPECT TO THE USE OR PERFORMANCE OF SUCH SATELLITE (INCLUDING WITH RESPECT TO ANY ACTUAL OR CLAIMED DEFECT CAUSED OR ALLEGED TO BE CAUSED AT ANY TIME BY CONTRACTOR’S OR ANY OF ITS SUBCONTRACTORS’ NEGLIGENCE OF ANY DEGREE) SHALL BE AS SET FORTH IN ARTICLES 10.1.1 and 10.3, 13, 14 (AS REGARDS PROVIDING NOTIFICATION), 15.2, 19, AND 35.2, IN ALL CASES SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN ARTICLE 30.

In the event of a Terminated Ignition, Contractor shall inspect the Satellite and provide Purchaser with a report on the condition of such Satellite along with a recommendation for repair or replacement, if any is required. Thereafter, Purchaser shall direct Contractor pursuant to Article 16.1 as to how to proceed with any required or desired repairs.

In the event of a Terminated Ignition, after Contractor re-acquires title and risk of loss to the Satellite pursuant to this Article 12.1, the provisions of Article 9.1.7 shall apply except as to any damage to such Satellite that may have occurred as a result of the Intentional Ignition followed by Terminated Ignition, the costs of which shall, as between the Parties, be the responsibility of the Purchaser.

12.2 Deliverable Items Other Than the Satellite .

Title (free and clear of all liens, claims and encumbrances of any kind) and risk of loss of or damage to each Deliverable Item (including, without limitation, the GBBF Subsystem and the DSS) other than the Satellite shall pass from Contractor to Purchaser upon Acceptance of such Deliverable Item pursuant to Article 11, except for Deliverable Data. With respect to Deliverable Data, Purchaser’s rights in Deliverable Data are as set forth in Article 32. With respect to the Space Segment, title (free and clear of all liens, claims and encumbrances of any kind) and risk of loss of or damage shall pass from Contractor to Purchaser only as and to the extent title and risk of loss or damage pass from Contractor to Purchaser for each of the Satellite and the GBBF Subsystem.

12.3 Liens .

Any reference to Contractor being obligated to provide title to any Deliverable Item free and clear of liens or encumbrances shall be without regard to any liens or encumbrances created by Purchaser.

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ARTICLE 13 – SATELLITE ORBITAL PERFORMANCE INCENTIVES AND SPACE SEGMENT ORBITAL PERFORMANCE INCENTIVES

13.1 General .

Except as otherwise provided in this Article 13, Contractor shall earn, and Purchaser shall pay Contractor to the extent earned, (i) the Satellite Orbital Performance Incentives for the Satellite over the Satellite Orbital Performance Incentive Period with respect thereto, and (ii) the Space Segment Orbital Performance Incentives for the Space Segment over the Space Segment Orbital Incentive Period with respect thereto, all in accordance with this Article 13. As used herein, “Satellite Orbital Performance Incentives” means with respect to the Satellite, an amount equal to [*] which may be earned by Contractor based on on-orbit performance of such Satellite as set forth in this Article 13. “Satellite Orbital Performance Incentive Period” means, with respect to the Satellite, the period commencing at (and including) 12:01 a.m. Greenwich Mean Time on the first day after Acceptance for such Satellite and ending on (but not including) the same date fifteen (15) years thereafter.

“Space Segment Orbital Performance Incentives” means one and only one of the following:

(a) If at Space Segment Acceptance, the Space Segment is a Conforming Space Segment, then an amount up to [*]

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(b) If at Space Segment Acceptance, the Space Segment is a [*]

(c) If at Space Segment Acceptance, the Space Segment is a Fully Degraded Space Segment, then the Contractor shall not be entitled to any Space Segment Orbital Performance Incentives (regardless of the condition of the Space Segment after Acceptance).

“Space Segment Performance Incentive Period” means, with respect to the Space Segment, the period commencing at (and including) 12:01 a.m. Greenwich Mean Time on the first day after Acceptance of the Space Segment and ending on but not including the [*]. “Applicable Space Segment Rate” means the applicable daily rate for Space Segment Orbital Performance Incentives determined in accordance with this Article 13.1.

All measurements, computations and analyses made pursuant to this Article 13 shall be made in accordance with good engineering practice, applying standards generally applicable in the aerospace industry.

On-board redundancy and/or spare components shall be taken into consideration to maintain service on the Satellite or the Space Segment, as applicable, and such use shall be deemed normal operating procedure for purposes of this Article 13 so long as the applicable criteria of Exhibit B, Satellite Performance

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

Specification or Exhibit E, Space Segment Performance Specification, as applicable, are met.

13.2 Earning Satellite and Space Segment Orbital Performance Incentives .

13.2.1 Daily Rate of Satellite and Space Segment Orbital Performance Incentives .

A. Contractor shall earn Satellite Orbital Performance Incentives over the Satellite Orbital Performance Incentive Period at a daily rate of [*] for each day that the Satellite is a Satisfactorily Operating Satellite (the “Satellite Daily Rate”). “Satisfactorily Operating Satellite” means that all performance parameters for the Satellite meet the requirements of Exhibit B, Satellite Performance Specification. A “Less than Satisfactorily Operating Satellite” means a Satellite that does not meet all of the performance requirements of Exhibit B, Satellite Performance Specification.

B. Subject to Article 13.1, Contractor shall earn Space Segment Orbital Performance Incentives over the Space Segment Orbital Performance Incentive Period at the Applicable Space Segment Rate for each day that the Space Segment is a Satisfactorily Operating Space Segment (the “Space Segment Daily Rate”). “Satisfactorily Operating Space Segment” means that all performance parameters for the Space Segment meet the requirements of Exhibit E, Space Segment Performance Specification. A “Less than Satisfactorily Operating Space Segment” means a Space Segment that does not meet all performance requirements of Exhibit E, Space Segment Performance Specification.

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C. For each day during the Satellite Orbital Performance Incentive Period or the Space Segment Orbital Performance Incentive Period where the Satellite Daily Rate or the Space Segment Daily Rate, as the case may be, is not earned in whole or in part due to the operation of this Article 13, such portion of the Satellite Orbital Performance Incentive or the Space Segment Orbital Performance Incentive, as the case may be, shall be lost (subject to Article 13.2.6 as applicable).

13.2.2 Partial Incentives . For any day during (i) the Satellite Orbital Performance Incentive Period that the Satellite is a Less than Satisfactorily Operating Satellite, or (ii) the Space Segment Orbital Performance Incentive Period that the Space Segment is a Less than Satisfactorily Operating Space Segment, the Satellite Daily Rate or the Space Segment Daily Rate, as applicable, shall be reduced to an amount calculated in accordance with the tables and formulae set forth in this Article 13.2.2.

A. [*]

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C. [*]

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D. The Satellite Orbital Performance Incentives earned for each day will be determined by application of the lowest “Maximum Incentives Earned” value derived from tables 1 through 4 above, as provided for in paragraphs (A), (B), or (C) above, applicable to such Satellite Orbital Performance Incentives.

E. The Space Segment Orbital Performance Incentives earned for each day will be determined by application of the lowest “Maximum Incentives Earned” value derived from tables 1 and 3 above, as provided for in paragraphs (A), (B), or (C) above, applicable to such Space Segment Orbital Performance Incentives.

13.2.3 Orbital Storage . Except as provided in Article 13.2.5, if Purchaser places the Satellite in Orbital Storage, Contractor shall earn Space Segment Orbital Incentives with respect to the Space Segment and Satellite Orbital Performance Incentives with respect to the Satellite at the same Satellite and/or Space Segment Daily Rate as Contractor would be earning if the Satellite had not been put in Orbital Storage.

13.2.4 [*]

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13.2.5 Complete Loss of Unearned Incentives . Contractor shall no longer be entitled to earn any remaining unearned Satellite Orbital Performance Incentives, if: (i) Purchaser permanently withdraws the Satellite from operational service (including use as an in-orbit spare or back-up) and gives Contractor written notice thereof (which notice shall be given within thirty (30) days of the expiration of the [] period referred to below in this sentence), and Contractor has lost [] or more of Satellite Orbital Performance Incentives by operation of Article 13.2.2 during the proceeding []; or (ii) Contractor has lost more than [] of the Satellite Orbital Performance Incentives pursuant to operation of Article 13.2.2. With respect to loss of Satellite Orbital Performance Incentives pursuant to clause (i) in the preceding sentence, if Purchaser thereafter places the Satellite back in operational service (including use as an in-orbit spare or back-up) for itself or any other Person, Purchaser shall make a one-time payment to the Contractor for all Satellite Orbital Performance Incentives that the Satellite would have otherwise earned during the time it was withdrawn from service, plus interest calculated on such amount in accordance with Article 13.3. Thereafter, Contractor shall earn the remaining balance of the Satellite Orbital Performance Incentives in accordance with this Article 13.

13.2.6 Purchaser Operation of the Satellite or Space Segment/Non-Contract Elements . If, as a result of any act or omission on the part of Purchaser or Purchaser’s representatives, consultants or subcontractors in the Launch, operation of, testing of, or communication with, the Satellite or the Space Segment, or as a result of other elements of Purchaser’s system that are

not provided pursuant to this Contract, the Satellite or Space Segment, as the case may be, operates in a manner that is not in accordance with any requirements of Exhibit B, Satellite Performance Specification or Exhibit E, Space Segment Performance Specification, as applicable, Contractor shall continue to earn Satellite Orbital Performance Incentives with respect to such Satellite and/or Space Segment Orbital Performance Incentives with respect to such Space Segment at the rate that applied prior to the act or omission resulting in degraded performance (subject to later adjustments pursuant to Articles 13.2.2, 13.2.4, or 13.2.5 with respect to failures to meet the requirements of Exhibit B, Satellite Performance Specification or Exhibit E, Space Segment Performance Specification, as applicable, not resulting from any such act or omission of Purchaser or Purchaser’s representatives, consultants or subcontractors or other elements of Purchaser’s system that are not provided pursuant to this Contract).

13.2.7 In-Orbit Data and Performance Calculation . During the life of the Satellite, Contractor shall have access to applicable performance data of the Satellite, Space Segment and GBBF Subsystem for purposes of evaluating any degradation in the performance of the Satellite, Space Segment and/or GBBF Subsystem resulting in any potential loss of Satellite Orbital Performance Incentives or Space Segment Orbital Performance Incentives as promptly notified by Purchaser. The Parties shall agree on or before EDC plus eighteen (18) months as to the methodologies, precise equipment and calibrations to be used for taking and/or making measurements (incorporating measurement uncertainty), computations and analyses to determine whether any reduction in Satellite Orbital Performance Incentives or Space Segment Orbital Performance Incentives, that may be earned by the Contractor, pursuant to Article 13.2.2 is warranted.

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13.2.8 Earn Back of Lost Incentives for Extended Use . Should Purchaser elect to continue the use of the Satellite that is operating beyond the Satellite Orbital Incentive Performance Period, Purchaser shall pay to Contractor Satellite Orbital Performance Incentives at the Daily Rate calculated in accordance with this Article 13.2 for each day during such period of continued use by Purchaser (the “Extended Incentives”). In no event shall Purchaser be obligated under this Article 13.2.8 to pay any Extended Incentives to the extent that the cumulative Extended Incentives paid hereunder exceed the amount, if any, of cumulative Satellite Orbital Performance Incentives previously lost by Contractor under Article 13. In no event shall the total Extended Incentives paid hereunder, when added to the total Satellite Orbital Performance Incentives paid during the Satellite Orbital Performance Incentive Period, exceed the amount set forth in Article 13.1 above [*] (not including interest).

13.2.9 Total Loss . In the event that, at or after Intentional Ignition but prior to completion of IOT, the Satellite is deemed to be a Total Loss, Contractor shall not earn any Satellite Orbital Performance Incentives or Space Segment Orbital Performance Incentives, unless the Total Loss is primarily due to causes attributable to Purchaser or its suppliers or contractors (including the Launch Agency, but not including Contractor or its subcontractors), in which case the Contractor shall be entitled to earn (i) the Satellite Orbital Performance Incentives for the Satellite Orbital Performance Incentive Period; [*] (iv) the Space Segment Orbital Performance Incentives of [*] for the Space Segment Orbital Performance Incentive Period (provided Delivery and Acceptance of the GBBF Subsystem has occurred prior to the determination of Total Loss); and (v) the Space Segment Acceptance Payment set forth in Article 5.2.3C. Payments of the Satellite

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Orbital Performance Incentives and the Space Segment Orbital Performance Incentives shall be made in accordance with Article 13.3.

13.2.10 Eclipse . In the event the IOT or such later testing in accordance with Article 10.3 shows non-compliance with the applicable performance requirements during an eclipse, then there shall be an equitable adjustment to the amounts Contractor may earn under Article 13 (considering without limitation the impact of operation during an eclipse) as may be agreed by the Parties or determined in accordance with Article 25.

13.3 Payment and Interest .

Amounts due Contractor pursuant to Article 13 shall be paid as follows: (i) the first payment shall be due no later than the end of the first full month following Acceptance of the Satellite or the Space Segment, as applicable, and shall cover the first partial month of earned Satellite Orbital Performance Incentives or Space Segment Orbital Performance Incentives (as the case may be), if any, and (ii) thereafter, all subsequent payments shall be due no later than thirty (30) days following the end of each calendar month for the prior month’s earned Satellite Orbital Performance Incentives or Space Segment Orbital Performance Incentives, if any. Included with payment, if any, Purchaser shall provide Contractor with a report of the Satellite Orbital Performance Incentives and/or Space Segment Orbital Performance Incentives due for the prior month. Purchaser shall pay interest on the Satellite Orbital Performance Incentives payable for any period calculated from the date of Acceptance of the Satellite and ending on the date the payment is made by Purchaser, at the annual interest rate of [*]. For the avoidance of doubt, interest shall not accrue on any Space Segment Orbital Performance Incentive.

ARTICLE 14 - CORRECTIVE MEASURES IN SATELLITE

If the data available from any satellite manufactured by Contractor (whether in-orbit or on the ground) shows that the performance of such satellite deviates materially during the life thereof from that specified in the applicable performanc e specification for such satellite, Contractor shall (i) provide Purchaser prompt written notice thereof, provided Contractor shall not be required to disclose to Purchaser information that is confidential to a customer of Contractor other than Purchaser and (ii) at Contractor’s sole cost, take appropriate corrective measures, if any, with the unlaunched Satellite (including any option satellite) so as to eliminate therefrom the causes of such material deviation.

ARTICLE 15 - WARRANTY

15.1 Terms and Period of Warranty .

15.1.1 Satellite . Notwithstanding any prior inspection, Contractor warrants that the Satellite shall be free from defects in materials and workmanship and shall have been manufactured and will perform in conformity with the requirements of the Contract including Exhibit B, Satellite Performance Specifications (as may be modified or deviated from pursuant to Article 9.3). After successful completion of the SPSR, but prior to Intentional Ignition, Contractor’s only liability under the preceding sentence shall be as and to the extent set forth in Article 9.1.7 hereof. NOTWITHSTANDING THE ABOVE, AFTER INTENTIONAL IGNITION OF THE LAUNCH VEHICLE FOR THE SATELLITE, UNLESS AND TO THE EXTENT OF A TERMINATED IGNITION AS PROVIDED IN ARTICLE 12.1, NEITHER CONTRACTOR NOR ITS SUPPLIERS OR AGENTS AT ANY TIER SHALL INCUR ANY LIABILITY WHATSOEVER WITH RESPECT TO THE SATELLITE’S DESIGN, WORKMANSHIP, CONFORMITY TO SPECIFICATION OR IN-ORBIT PERFORMANCE, INCLUDING ANY ASSISTANCE OR ADVICE (ACTUAL OR ATTEMPTED) PROVIDED OR OMITTED AS CONTEMPLATED BY ARTICLES 15.2 AND 35.2 HEREOF, ARISING FROM ANY CAUSE OR LEGAL THEORY WHATSOEVER, INCLUDING NEGLIGENCE OF ANY DEGREE, WHETHER ARISING BEFORE OR AFTER INTENTIONAL IGNITION, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN ARTICLES 13 AND 19 HEREIN AND EXCEPT TO PROVIDE THE SERVICES SET FORTH IN ARTICLES 15 AND 35.2. NOTWITHSTANDING THE FOREGOING, CONTRACTOR SHALL CONTINUE TO PROVIDE ANY NOTICES REQUIRED UNDER ARTICLE 14.

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15.1.2 Deliverable Hardware Other Than the Satellite and GBBF Subsystem .

A. Contractor warrants that each Deliverable Item of hardware (other than the Satellite, which is treated separately in Article 15.1.1 above, and the GBBF Subsystem, which is treated as part of the Space Segment in accordance with Article 15.1.3 below), delivered under this Contract and Accepted pursuant to Article 11 hereof, shall be manufactured in conformity with the requirements of the Performance Specification applicable to such Deliverable Item (as may be waived pursuant to Article 11.7) and will be free from defects in materials and workmanship during the period commencing on the date of Acceptance of the applicable Deliverable Item and ending on the [*] thereafter, except that the warranty period for the DSS shall be as set forth in Exhibit J.

B. Any non-conformance or defect discovered in any Deliverable Item of hardware subject to this Article 15.1.2 during the relevant warranty period set forth in subsection (A) above and notified to Contractor shall be remedied by Contractor at Contractor’s expense by repair or replacement of the defective component (at Contractor’s election) and, with respect to the DSS, as otherwise set forth in Exhibit J. For such Deliverable Item, Contractor shall determine if repair or replacement is required to be performed at Contractor’s plant or may be conducted at another location. If required, Purchaser shall ship to Contractor’s designated facility such Deliverable Item or defective component (as commercially reasonable). Contractor shall be responsible for the cost of shipment (including transportation and transit insurance) to such facility in accordance with its standard commercial practice (including any taxes and/or duties) of such Deliverable Item or defective component, and the cost of packing, return shipment (including transportation and transit insurance) in accordance with its standard commercial practice of any such Deliverable Item or defective component once repaired or replaced to Purchaser at the

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location designated therefor by Purchaser. Risk of loss for such Deliverable Item or defective component shall transfer to Contractor upon delivery of such Deliverable Item or defective component to the shipping carrier by Purchaser, and risk of loss shall transfer to Purchaser for any such Deliverable Item or defective component once repaired or replaced pursuant to this Article 15.1.2(B) upon receipt thereof by Purchaser at the location designated by Purchaser. If Contractor fails to use reasonable best efforts to repair or replace such Deliverable Item or defective component within a reasonable period of time after notification from Purchaser, Purchaser may, by contract or otherwise, repair or replace such Deliverable Item or defective component and Contractor shall be liable for the reasonable cost thereof.

15.1.3 Space Segment . Without limiting Contractor’s obligations under Articles 15.1.1 and 15.1.2:

A. Contractor warrants that, from Space Segment Acceptance (or with respect to the GBBF Subsystem, if earlier, Acceptance of the GBBF Subsystem) through the [*] of such Space Segment Acceptance (as such warranty period may be extended), the Space Segment shall perform in conformity with those requirements of Exhibit E, Space Segment Performance Specification, that are tested and/or validated during Space Segment IOT in accordance with Exhibit H, Space Segment Test Plan (as such requirements may be waived or deviated from for purposes of Space Segment Acceptance under Article 10.1.2), such that the baseline for the warranty shall be the Space Segment’s condition as of Space Segment Acceptance; provided, however, that such warranty baseline shall be subject to revision to reflect improved performance pursuant to Article 15.1.3(C) below.

82 B. Contractor’s only liability under the preceding subsection (A) shall be with respect to the GBBF Subsystem and Satellite as follows:

(1) With respect to the GBBF Subsystem, the warranty set forth in Article 15.1.3(A) is based on the condition of the GBBF Subsystem as Accepted, subject to revision of such condition to reflect improved performance pursuant to Article 15.1.3(C). Any non-conformance or defect discovered in the GBBF Subsystem during the warranty period set forth in subsection (A) above and notified to Contractor shall be remedied by Contractor at Contractor’s expense by repair or replacement of the defective component or by other appropriate corrective measures with respect to the GBBF Subsystem, including but not limited to GBBF hardware and/or software modifications, as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW (at Contractor’s election). In fulfilling its obligations under this Article 15.1.3(B)(1) Contractor shall be responsible to correct only for defects or non-conformances to the applicable requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification (to the extent of GBBF Subsystem compliance with such requirements upon GBBF Subsystem Acceptance under Article 11), subject to revision of such warranty baseline requirements to reflect improved performance pursuant to Article 15.1.3(C) below. Contractor shall determine whether such repair or replacement shall be performed at Contractor’s plant. If necessary, Purchaser shall ship to Contractor’s designated facility the defective component(s). Contractor shall be responsible for the cost of shipment (including transportation and transit insurance) to the facility in accordance with its standard commercial practice (including any taxes and/or duties) of such defective component(s), and the cost of packing,

83 return shipment (including transportation and transit insurance) in accordance with its standard commercial practice of any such defective component(s) once repaired or replaced to Purchaser at the location designated therefor by Purchaser. Risk of loss for such defective component(s) shall transfer to Contractor upon delivery of such defective component(s) to the shipping carrier by Purchaser, and risk of loss shall transfer to Purchaser for any such defective component(s) once repaired or replaced pursuant to this Article 15.1.3(B)(1) upon receipt thereof by Purchaser at the location designated by Purchaser. If Contractor fails to use reasonable best efforts to repair or replace such defective component(s) within a reasonable period of time after notification from Purchaser, Purchaser may, by contract or otherwise, repair or replace such defective component(s) and Contractor shall be liable for the reasonable cost thereof.

(2) If the GBBF Subsystem does not exhibit a defect or non-conformance subject to Article 15.1.3(B)(1), and performance of the Space Segment nonetheless degrades with respect to the Space Segment performance baseline for Space Segment Acceptance (as may be adjusted in accordance with Article 15.1.3(C)), Contractor shall take reasonable steps to analyze and recommend corrective action as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW. Purchaser shall provide reasonable investigation support for possible causes in Purchaser furnished items, such as equipment in the gateway. If and to the extent such analysis and recommended corrective action pertain to the Satellite, the Parties shall proceed as set forth in Article 15.1.3(B)(3). If and to the extent such analysis and recommended corrective action pertain to the GBBF Subsystem and/or other elements of the Space Segment (not including the Satellite), Contractor shall notify Purchaser and

84 describe the proposed corrective action together with associated costs (as applicable) and terms for proceeding with the action. Purchaser shall approve or disapprove the proposed action and associated costs (as applicable) and terms within a reasonable time. If Purchaser authorizes the proposed action, Contractor shall proceed therewith: (a) at Contractor’s expense if the degradation in Space Segment performance is primarily attributable to the GBBF Subsystem and/or other elements of the Space Segment (not including the Satellite), or (b) at Purchaser’s expense (but only to the extent set forth in Article 15.1.3(B)(3)) if such degradation is primarily attributable to the Satellite, or (c) at Purchaser’s expense if such degradation is primarily attributable to Purchaser-furnished equipment, or (d) in any other cases, as otherwise agreed by the Parties based on an equitable allocation of risk in the circumstances. Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification, shall be modified to incorporate any changes thereto required to reflect the corrective actions approved by Purchaser hereunder.

(3) Without limiting Contractor’s obligations under Article 15.2, in the event that, after the IOT Complete Date, for causes attributable to Contractor (or any subcontractor, agent or representative of Contractor), the Satellite fails to meet the applicable requirements of Exhibit B, Satellite Performance Specification (as such requirements may have been waived or deviated from for purposes of Satellite Acceptance upon the IOT Complete Date), and the performance of the Space Segment degrades with respect to the Space Segment performance baseline for Space Segment Acceptance, Contractor shall take reasonable steps to analyze and recommend corrective action as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW. The Contractor’s corrective action may

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include and is limited to analysis, diagnosis, testing, GBBF procedures, coefficient updates, Satellite configuration commands, and Satellite operating procedures. Contractor shall notify Purchaser and describe the proposed corrective action together with associated costs (as applicable) and terms for proceeding with the action. Purchaser shall approve or disapprove the proposed action and associated costs (as applicable) and terms within a reasonable time. If Purchaser authorizes the proposed action, Contractor shall proceed therewith: (a) at Contractor’s expense, subject to a cumulative total annual sum of [] for the first year of the warranty and [] for each extension of the warranty pursuant to Article 24.3, for such corrective actions, and (b) at Purchaser’s expense after the monetary threshold in clause (a) immediately above is met, on the basis of [*] to be invoiced and paid in accordance with Article 5. If for any reason the corrective action is unsuccessful, and, as a result thereof, the Satellite suffers any loss, including but not limited to degraded performance, Purchaser’s sole and exclusive remedies with respect to such loss and any consequences therefrom shall be those set forth in Articles 13 and 35.2 as applicable, subject to the conditions and limitations of such Articles and in all cases subject to the limitation of liability stated in Article 15.1 above and Article 30.

(4) The warranty under this Article 15.1.3 with respect to the Space Segment shall terminate upon payment in full of the Space Segment Warranty Termination Payment.

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[*]

(2) Contractor shall notify Purchaser of corrective actions identified as set forth in the immediately preceding paragraph, and the Parties shall agree on the appropriate implementation, or Purchaser may direct Contractor to proceed with the recommended action. Contractor shall proceed therewith: (a) at Contractor’s

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expense if the deficiencies in Space Segment performance are primarily attributable to the GBBF Subsystem and/or other elements of the Space Segment (not including the Satellite), or (b) at Purchaser’s expense (but only to the extent set forth in Article 15.1.3(B)(3)) if such deficiencies are primarily attributable to the Satellite, or (c) at Purchaser’s expense if such deficiencies are primarily attributable to Purchaser-furnished equipment, or (d) in any other cases, as otherwise agreed by the Parties based on an equitable allocation of risk in the circumstances.

[*]

(4) Except as set forth in the applicable Articles referenced in Article 10.2.2, in no event shall Contractor incur liability related to the use, condition or performance of the Space Segment arising from its actions pursuant to this Article 15.1.3(C), [*]

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[*]

15.1.4 Training and Services . Contractor warrants that the training and other services it provides to Purchaser pursuant to this Contract will conform to reasonable industry standards of the commercial aerospace and satellite communications industry practice for work similar in type, scope, and complexity to the applicable Work at the time such training or other services are provided. In the event Contractor breaches this warranty, as Purchaser’s sole remedy, Contractor shall apply reasonable efforts to correct the deficiencies in the provision of such training and other services where it is practicable to do so ( e.g. , cannot correct deficiencies in or redo Launch Support Services from and after Launch).

15.1.5 Third-Party Warranties . Without in any way relieving Contractor of its obligations hereunder, Contractor shall assign to Purchaser to the extent assignable, or make available to Purchaser to the extent permitted, the benefit of all third party warranties Contractor has from any other party with respect to any Deliverable Item.

15.1.6 Disclaimer . EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN ARTICLES 15.1.1, 15.1.2, 15.1.3, 15.1.4 AND 15.1.5 CONTRACTOR HAS NOT MADE NOR DOES IT HEREBY MAKE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO THE SATELLITE OR ANY OTHER DELIVERABLE ITEM.

15.2 Satellite Anomalies .

At no cost to Purchaser, Contractor shall investigate any Satellite Anomaly in the Satellite delivered on-orbit arising during the life of such Satellite and known to it or as notified in writing by Purchaser and undertake anomaly resolution support services in accordance with Section 2.3.9 (Standard On-Orbit Support) of Exhibit A, Statement of Work. If for any reason any such Satellite Anomaly cannot be or is not corrected (after reasonable efforts to effect a correction) as set forth in the immediately preceding sentence and as a result thereof, such Satellite suffers any loss, Purchaser’s sole and exclusive remedies with respect to such loss and any consequences therefrom shall be those set forth in Articles 13 and 35.2 as applicable, subject to the conditions and limitations of such Articles and in all cases subject to the limitation of liability stated in Article 15.1 above and Article 30. To the extent the occurrence of a Satellite Anomaly is due to causes not attributable to Contractor (including any subcontractor, agent or representative of Contractor), Purchaser shall pay Contractor the Actual Costs reasonably incurred by Contractor associated with such anomaly services, plus a markup of [*], which shall be invoiced and paid pursuant to the provisions of Article 5. To the extent the causes are attributable to Contractor (including any subcontractor, agent or representative of Contractor), such costs shall be borne by Contractor.

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15.3 Use Conditions Not Covered by Warranty .

With respect to Deliverable Items other than the Satellite, the warranty under this Article 15 shall not apply to the extent adjustment, repair or parts replacement is required as a result, directly or indirectly, of accident, unusual physical or electrical stress, negligence, misuse, failure of environmental control prescribed in operations and maintenance manuals, repair or alterations by any party other than Contractor (including any subcontractor, agent or representative of Contractor), or by causes other than normal and ordinary use. The warranty provided pursuant to this Article 15 is conditioned upon Contractor being given access, if required, to Deliverable Items delivered at Purchaser’s facility in order to accomplish any repair or replacement thereof. If the defect repaired or remedied by Contractor is not covered by the warranty provided pursuant to this Article 15, Purchaser shall pay Contractor the Actual Costs reasonably incurred by Contractor associated with such repair or remedy, plus a markup of [*], which shall be invoiced and paid pursuant to the provisions of Article 5. Contractor makes no warranty with respect to the performance of any Launch Vehicle.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ARTICLE 16 – CHANGES AND STOP WORK

16.1 Changes Requested by Purchaser .

16.1.1 Purchaser may at any time in writing request a change to the Work in whole or in part including changes to any Deliverable Item or service (as may be modified from time to time, a “Change Request”).

Contractor shall respond in writing to a Change Request within thirty (30) days after receipt thereof, which response shall include Contractor’s reasonable good faith proposal of the changes to the Contract that would be caused by such Change Request including, without limitation, the estimated increase or decrease to the Firm Fixed Price [*] the impact on the delivery schedule and other changes to the Contract necessitated thereby. The proposal shall include reasonably sufficient detail setting forth the basis used by Contractor (including a detailed description of the work to be performed, break down showing estimated labor and major material costs together with such other information/explanation as Purchaser may reasonably request).

16.1.2 If Purchaser desires to implement the Change Request, Purchaser and Contractor shall negotiate in good faith and in a timely manner the changes, if any, to the Contract caused by implementation of the Change Request. Except as provided in Article 16.1.3, any changes made pursuant to this Article 16.1 shall be formalized by the execution of an amendment to this Contract in accordance with Article 37.5. Except as set forth in such amendment, the terms of the Contract shall remain unchanged.

16.1.3 If the Parties are not able to agree on the changes to the Contract necessitated by such Change Request, then within ten (10) days of a request from either Party, each Party shall deliver to the other a good faith offer of the changes to the Contract (the “Purchaser’s Offer” and “Contractor’s Offer”). Thereafter, Purchaser has the right to direct Contractor to implement the requested changes. In such event:

(a) the Parties shall continue to negotiate in good faith as to the terms of any changes to the Contract;

(b) either Party shall have the right to invoke the dispute resolution procedures of Article 25; and

(c) Purchaser shall pay to Contractor the sums as and when provided in the Purchaser’s Offer and pay any difference between the Purchaser’s Offer and Contractor’s Offer relative to amounts as and when due into an interest bearing escrow account, the establishment and terms and conditions of which shall be subject to the reasonable mutual agreement of the Parties. Upon the reaching of a resolution (either through mutual agreement of the parties or through operation of Article 25), this Contract shall be amended accordingly pursuant to Article 37.5, the escrow shall be closed and any funds contained therein shall be disbursed accordingly.

16.1.4 If Purchaser directs that certain goods or services be provided by Persons other than Contractor, Contractor agrees to provide reasonable cooperation with such Persons, subject to Contractor’s reasonable requirements concerning access, confidentiality and compliance with law, as set forth in this Contract.

16.2 Stop Work Order .

Purchaser shall have the right at any time (and from time to time) to direct Contractor to stop the Work. To exercise the right hereunder, Purchaser shall deliver a written notice to stop the Work (the “Notice to Stop Work”). Upon delivery of the Notice to Stop Work (and during the pendancy of the stop work): (a) Purchaser’s liability under this Contract shall be limited to such liability as Purchaser would have if Purchaser had delivered a Notice of Termination for Convenience in whole pursuant to Article 21.1 at the date of the Notice to Stop Work; and (b) Contractor may take all steps deemed necessary or prudent by Contractor in order to minimize any losses Contractor would suffer if the Work was not restarted, including terminating and reaching good faith settlements with third parties performing any portion(s) of the Work. Upon request from Purchaser, Contractor shall submit to Purchaser in accordance with Article 16.1, proposals associated with the stop work, including proposals that if implemented in accordance with Article 16.1.2 could increase the liability of Purchaser. If after delivery of a Notice to Stop Work Purchaser elects thereafter to restart the Work, then such request shall be treated as a Change Request and subject to the procedures set forth in Article 16.1. In the event that Purchaser shall not notify Contractor to recommence the Work within twelve (12) months after delivery to Contractor of the Notice to Stop Work, then Contractor shall have the right, upon written notice to Purchaser, to require the Purchaser either to: (i) direct Contractor to resume Work hereunder in accordance with Article 16.1.2 or 16.1.3; or (ii) terminate this Contract in whole in accordance with Article 21.1 effective as of the date of the Notice to Stop Work. In the event Purchaser fails to elect within ten (10) days of written request from Contractor, Purchaser shall be deemed to have elected to have terminated the Contract in whole under Article 21.1 effective as of the date of the Notice to Stop Work.

16.3 Changes Requested by Contractor .

Contractor may at any time request a change in the Work. Any proposed change shall contain a written proposal identifying such change, the reasons therefore and the impact thereof on the price, Delivery schedule, or other terms of this Contract. Purchaser will attempt to respond to such change request from Contractor within thirty (30) days of receipt. If the Parties reach an agreement on such change request in writing, it shall be incorporated into the Contract by the execution of an amendment to this Contract in accordance with Article 37.5. If the Parties are unable to reach an agreement in writing on the proposed change request, then such request shall be deemed rejected.

ARTICLE 17 - FORCE MAJEURE

17.1 Force Majeure Defined .

17.1.1 Subject to Articles 5.2.3 and 23.3, Contractor shall not be responsible to Purchaser for late Delivery, delay of the final completion date or nonperformance of its contractual obligations due to Force Majeure. Force Majeure shall be any event beyond the reasonable control of a Party or its suppliers and subcontractors and shall include, but not be limited to: (1) acts of God; (2) acts of a public enemy; (3) acts of a government in its sovereign or contractual capacity (including any action or inaction affecting the import or export of items); (4) war and warlike events; (5) catastrophic weather conditions such as hurricanes, tornadoes and typhoons; (6) fire, earthquakes, floods, epidemics, quarantine restrictions, (7) strikes, lockouts and other industrial disputes (other than at the facilities of Contractor), (8) sabotage, riot and embargoes; (9) technical problems generally affecting the commercial telecommunications industry, and (10) other unforeseen and extraordinary events (“Force Majeure”); provided written notice is given to Purchaser, in writing, within ten (10) Business Days after Contractor’s performance has been impacted by the occurrence of such Force Majeure and further provided such Force Majeure is not caused by the failure of Contractor or its suppliers or subcontractors to perform their obligations under this Contract. Notwithstanding the foregoing, in no event will financial hardship or insolvency of Contractor or any of its respective Affiliates constitute Force Majeure.

Any notice to be provided by Contractor, as required by the preceding provisions, shall include a detailed description of the performance of Contractor known to be affected by such delay as well as Contractor’s plans for minimizing the effects of such event upon the performance of its obligations under the Contract. In all cases, Contractor shall use

reasonable best efforts to avoid or minimize and/or work around such delay through the implementation of any work-around plans, alternate sources, or other means Contractor may reasonably utilize to minimize a delay in performance of the Work. Contractor shall also provide Purchaser prompt written notice when the event constituting Force Majeure as to Contractor appears to have ended and shall during the period of Force Majeure provide such other reports as Purchaser may reasonably request (including, without limitation, estimates when the matter is to be rectified and the steps made to meet the applicable Contract requirements thereafter).

17.1.2 In the event Purchaser disputes any Force Majeure, Purchaser shall inform Contractor in writing within ten (10) Business Days from the date of receipt of written notice of the event purportedly constituting the Force Majeure and, if the Parties have not resolved the dispute within ten (10) Business Days of Contractor’s receipt of such written notice from Purchaser, the dispute shall be resolved pursuant to Article 25.

17.2 Adjustment to Delivery Schedule and Other Affected Terms .

17.2.1 Subject to Articles 5.2.3 and 23.3, upon the occurrence of Force Majeure that causes a delay in Contractor’s performance of its obligations hereunder, an Equitable Adjustment shall be negotiated in the Delivery schedules of this Contract and the Space Segment Acceptance Deadline, as applicable, affected by Force Majeure. Such adjustment in Delivery schedules and/or Space Segment Acceptance Deadline shall not affect any other provisions of this Contract (including the Firm Fixed Price).

17.2.2 Any adjustment made pursuant to this Article 17.2 shall be formalized by the execution of an amendment to this Contract in accordance with Article 37.5.

ARTICLE 18 - PURCHASER DELAY OF WORK

If the performance of all or any part of the Work required of Contractor under this Contract is delayed or interrupted by Purchaser’s failure to perform its contractual obligations hereunder within the time specified in this Contract or within a reasonable time if no time is specified, or by an act or failure to act of Purchaser that unreasonably interferes with and delays Contractor’s performance of its obligations under this Contract (“Purchaser Delay”), Contractor shall promptly give Purchaser written notice thereof. In the event of a Purchaser Delay, Contractor shall cooperate with Purchaser to develop a plan using best reasonable efforts to avoid or minimize and/or work around such delay (including work-around plans, use of alternate sources, or other means to minimize the delay). Within fifteen (15) working days of Contractor’s issuance of its notice of Purchaser Delay, Contractor shall provide Purchaser with a written estimate of the impacts to the Contract caused by such Purchaser Delay. Subject to such notice, and issuance of the written estimate as provided immediately above, Contractor shall be entitled to an Equitable Adjustment for Purchaser Delay. Any Equitable Adjustment made pursuant to this Article 18 shall be incorporated into this Contract by the execution of an amendment in accordance with Articles 16 and 37.5. At Purchaser’s written request pursuant to Article 16, Contractor shall use best reasonable efforts to avoid or minimize and/or work around any delay resulting from such Purchaser Delay through the implementation of any work-around plans, alternate sources, or other means Contractor may utilize or expect to utilize to minimize a delay in performance of the Work.

ARTICLE 19 - INTELLECTUAL PROPERTY INDEMNITY

19.1 Indemnification .

Contractor, at its own expense, hereby agrees to defend and to indemnify and hold harmless Purchaser and its Affiliates, and their respective officers, directors, employees, shareholders, and agents and their successors and assigns from and against any claim or suit based on, arising from, or in connection with any allegation that the Work or the manufacture of any Deliverable Item or any part thereof or the normal intended use, lease or sale of any Deliverable Item or any part thereof infringes any third party Intellectual Property Right (“Intellectual Property Claim”), and shall pay any royalties and other liabilities adjudicated (or provided in settlement of the matter) to be owing to the third party claimant as well as costs and expenses incurred in defending or settling (including court costs and reasonable attorneys’ fees and disbursements, costs of investigation, expert fees, litigation, settlement, judgment, interest and penalties) such Intellectual Property Claim. Contractor’s obligations under this Article 19.1 shall be subject to the indemnification process set forth in Article 20.3. This Article 19.1 shall be subject to the limitations set forth in Article 32.6.

19.2 Infringing Equipment .

If the manufacture of any Deliverable Item or the normal intended use, lease or sale of any Deliverable Item under this Contract is enjoined as a result of an Intellectual Property Claim or is otherwise prohibited, Contractor shall at its option and expense (i) resolve the matter so that the injunction or prohibition no longer pertains, (ii) procure for Purchaser or its permitted successors and/or assigns the right to use the infringing item and/or (iii) modify the infringing item so that it becomes non-infringing while remaining in compliance with the Performance Specification (as may be modified or waived pursuant to Article 9.3 and/or 11.7). Purchaser shall reasonably cooperate with Contractor to mitigate or remove any infringement. If Contractor is unable to accomplish (i), (ii) or (iii) as stated above within (x) one hundred twenty (120) days if the injunction or

prohibition relates to the Satellite, or (y) ninety (90) days if the injunction or prohibition relates to any other Deliverable Item (including the Space Segment, other than the Satellite), Purchaser shall have the right, notwithstanding any other provision herein, to terminate this Contract in whole or in part, with respect to such Deliverable Item (and any other Deliverable Item whose utility has been adversely impacted by Purchaser’s loss of use of the infringing Deliverable Item), return such Deliverable Item(s) to Contractor (in space, with respect to an in-orbit Satellite), and within thirty (30) days of such return, Contractor shall refund the price paid for such terminated Deliverable Item(s) less a reasonable allowance for use and depreciation. This Article 19.2 shall survive the termination of this Contract as to Deliverable Items Accepted or otherwise retained and paid for prior to or promptly following such termination.

19.3 Combinations and Modifications .

Contractor shall have no liability under this Article 19 for any Intellectual Property Claim to the extent arising directly from (i) use of any Deliverable Item in combination with other items not provided, recommended, or approved by Contractor or its suppliers or subcontractors or (ii) modifications of any Deliverable Item after Delivery by a Person other than Contractor (or its suppliers or subcontractors acting through Contractor) unless (A) in the case of a Deliverable Item other than the Satellite, such modification was made by such other Person due to Contractor’s failure to perform a contractual obligation hereunder (except where Contractor believes such modification would result in an infringement of a third party’s rights) or (B) is directed in writing by Purchaser to which Contractor has taken written exception including by way of disclaimer.

19.4 Sole Remedies .

The remedies set forth in this Article 19 are Purchaser’s sole and exclusive remedies for or related to any Intellectual Property Claim.

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ARTICLE 20 - INDEMNITY FOR PERSONAL INJURY AND PROPERTY DAMAGE

20.1 Contractor’s Indemnity .

Contractor, at its own expense, shall defend, indemnify and hold harmless Purchaser and its Affiliates and their respective directors, officers, employees, shareholders, and agents from and against any losses, damages, and other liabilities, adjudicated (or provided for in settlement of the matter) to be owing to the claimant as well as costs and expenses (including court costs, and reasonable attorneys’ fees and disbursements, costs of investigation, expert fees, litigation, settlement, judgment, interest and penalties) (collectively, “Losses”) based on, arising from or in connection with any third party claims for injury to persons or property damage, but only if such Losses were caused by, or resulted from, a negligent act or omission or willful misconduct of Contractor, or its employees, representatives, contractors or subcontractors at any tier (including suppliers of any kind). For the avoidance of doubt, Contractor shall have no indemnity obligations pursuant to this Article 20 for any Losses with respect to the Satellite after Intentional Ignition of the Launch Vehicle for such Satellite, unless and to the extent of a Terminated Ignition as provided in Article 12.1, even if such Losses are attributable, in whole or in part, to an act or omission of Contractor or its employees, representatives, contractors or subcontractors at any tier (including suppliers of any kind) prior to Intentional Ignition.

20.2 Purchaser’s Indemnity .

Purchaser, at its own expense, shall defend, indemnify and hold harmless Contractor and its Affiliates, and their respective directors, officers, employees, shareholders and agents, from and against any Losses based on, arising from or in connection with any third party claims for injury to persons or property damage but only if such Losses were caused by, or resulted from, a negligent act or omission or willful misconduct of Purchaser or its employees or representatives.

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20.3 Indemnification Process .

In connection with any claim for indemnification under Article 20.1 and Article 20.2 the Parties agree as follows:

20.3.1 The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit or of any written or oral claim for which it seeks indemnification upon receipt thereof and shall provide the other Party, at its written request, with copies of all documentation relevant to such suit or claim. Failure to so notify the indemnifying Party shall not relieve the indemnifying Party of its obligations under this Contract except to the extent it can demonstrate that it was prejudiced by such failure. Within fifteen (15) days following receipt of written notice from the Party seeking indemnification relating to any claim, but no later than a reasonable time before the date on which any response to a complaint or summons is due, the indemnifying Party shall notify the Party seeking indemnification in writing if the indemnifying Party elects to assume control of the defense or settlement of that claim (a “Notice of Election”) when not contrary to the governing rules of procedure. A Notice of Election shall require the indemnifying Party to assume the defense in full and without reservation of rights.

20.3.2 If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Party seeking indemnification shall be entitled to participate in the defense of such claim and to employ counsel (reasonably acceptable to the indemnifying Party) at its own expense to assist in the handling of such claim provided there is no conflict of interest and that such participation would not adversely affect the conduct of the proceedings; (ii) where the Party seeking indemnification is so represented, the indemnifying Party shall keep

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counsel of the Party seeking indemnification informed of each step in the handling of any such claim; and (iii) the Party seeking indemnification shall provide, at the indemnifying Party’s request and expense, such assistance and information as is available to the Party seeking indemnification for the defense and settlement of such claim and (iv) the indemnifying Party shall notify the Party seeking indemnification before entering into any non-monetary settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnifying Party shall not be liable to the Party seeking indemnification for any legal expenses incurred by the Party seeking indemnification in connection with the defense of that claim. In addition, the indemnifying Party shall not be required to indemnify the Party seeking indemnification for any amount paid or payable by the Party seeking indemnification in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the prior written consent of the indemnifying Party. The indemnifying Party may not settle any claim on behalf of the indemnified Party except claims solely for monetary damages paid by the indemnifying Party in full.

20.3.3 If the indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period or fails actively to defend such claim, the Party seeking indemnification shall have the right to defend and/or settle the claim in such manner as it may deem appropriate, at the cost and expense of the indemnifying Party. Provided that the Party seeking indemnification acts in good faith, it may settle such claim on any terms it considers appropriate under the circumstances without in any way affecting its right to be indemnified hereunder. The indemnifying Party shall promptly reimburse the Party seeking indemnification for all such costs and expenses.

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20.4 Waiver of Subrogation .

Each Party shall use best reasonable efforts to obtain a waiver of subrogation and release of any right of recovery against the other Party and its Affiliates, contractors and subcontractors at any tier (including suppliers of any kind) and their respective directors, officers, employees, shareholders and agents, that are involved in the performance of this Contract from any insurer providing coverage for the risks such Party has agreed to indemnify against under this Article 20.

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ARTICLE 21 - TERMINATION FOR CONVENIENCE

21.1 Right to Terminate . Purchaser may at any time terminate this Contract without cause, in whole or in part, by giving Contractor written notice of termination (“Notice of Termination for Convenience”); provided, however, Purchaser may not terminate this Contract as to a Satellite after Intentional Ignition of the Launch Vehicle for Launch of such Satellite and provided further that, absent the consent of Contractor, if Purchaser shall terminate the Satellite portion of this Contract, Purchaser shall be required to terminate the Contract as a whole. Upon receipt by Contractor of the Notice of Termination for Convenience, Contractor shall: (a) stop Work under this Contract on the date and to the extent specified in the Notice of Termination for Convenience; (b) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the Work as is not terminated; (c) terminate orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination for Convenience; (d) settle all outstanding liabilities and all claims arising out of such termination or orders, subcontracts for materials, services, or facilities; and (e) with respect to the portion(s) of the Work subject to the Notice of Termination for Convenience, take such action as may be necessary, or as Purchaser may direct, for the protection and preservation of the Work associated with this Contract which is in the possession of Contractor or any subcontractor and in which Purchaser has or may acquire an interest.

21.2 Termination Liability . Subject to Article 32.6:

21.2.1 Termination in Whole . If Purchaser terminates this Contract in whole, Purchaser shall be liable to Contractor for the firm fixed price amount set forth in the applicable Whole Termination Liability Schedules of Exhibit F Payment Plan and Termination Liability Amounts as applicable on the date of issuance of the Notice of Termination of Convenience (“Whole Termination Claim”), reduced by all amounts already paid by Purchaser to

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Contractor (“Net Whole Termination Claim”). Contractor shall, within fifteen (15) days of the Notice of Termination for Convenience, provide Purchaser with a calculation of the Net Whole Termination Claim, together with an invoice for payment of any deficiency, if any, which invoice shall be paid in accordance with Article 5. In the event that the Net Whole Termination Claim results in moneys being due to Purchaser, Contractor shall at the time of delivery of its calculation of the Net Whole Termination Claim refund to Purchaser said excess funds. In no event shall the amounts payable by Purchaser pursuant to this Article 21.2.1 exceed the Net Whole Termination Claim.

21.2.2 Termination in Part . If Purchaser terminates this Contract only in part and with respect to a Deliverable Item for which a Termination Liability Schedule exists as part of Exhibit F Payment Plan and Termination Liability Amounts (a “Partial Termination for Convenience”), Purchaser shall be liable to Contractor for the firm fixed price amount set forth in the applicable Termination Liability Schedules of Exhibit F Payment Plan and Termination Liability Amounts for such Deliverable Item(s) (“Partial Termination Claim”), reduced by all applicable amounts already paid by Purchaser to Contractor with respect to the terminated Work (the “Net Partial Termination Claim”). Contractor shall, within fifteen (15) days of Purchaser’s Notice of Termination for Convenience, provide Purchaser with a calculation of the Net Partial Termination Claim, together with an invoice for payment of any deficiency, if any, which invoice shall be paid in accordance with Article 5. In the event that the Net Partial Termination Claim results in moneys being due to Purchaser, Contractor shall at the time of delivery of its calculation of the Net Partial Termination Claim refund to Purchaser said excess funds. In no event shall the amounts payable by Purchaser pursuant to this Article 21.2.2 exceed the Net Partial Termination Claim. Further, the firm fixed price amount set forth in the Termination Liability Schedule in Exhibit F with respect to the Space

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Segment shall be deemed to include payment with respect to the licenses by Contractor pursuant to Article 32 and no additional sums shall be due to Contractor with respect to the ongoing rights of Purchaser under Article 32.

21.3 Disposition of Work .

Title and/or the rights to all items of Work, which would have been incorporated into a Deliverable Item or otherwise conveyed to Purchaser under this Contract [*] (not including title to Deliverable Data or any other portion of the Work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) and which are in progress before the Notice of Termination for Convenience shall, upon payment in full of the Net Whole Termination Claim or the Net Partial Termination Claim, as applicable, vest in Purchaser, and Contractor shall deliver, FOB Contractor’s plant, subject to U.S. Export Regulations for which Contractor has no liability in the event of failure to obtain stated export authorizations (other than due to Contractor’s fault or negligence), all such items to Purchaser who shall remove such items from Contractor’s (or applicable subcontractor’s) facility within ninety (90) days of the Notice of Termination for Convenience. All terminated Work which is under the custody or control of Contractor or any subcontractor shall be insured by Contractor at its cost and risk, until the earlier of: (i) Purchaser’s removal of all such items of Work from Contractor’s (or applicable subcontractor’s) facility or (ii) ninety-one (91) days after the Notice of Termination for Convenience, and risk of loss shall pass to Purchaser at such time. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell all or some of the Work and to remit any sales proceeds to Purchaser less a deduction for Actual Costs reasonably incurred in such sales efforts plus a markup of [*] Within twenty (20) days after the written request of Purchaser, Contractor shall submit a good faith long term storage proposal for the storage of the Work.

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ARTICLE 22 - LIQUIDATED DAMAGES

22.1 Liquidated Damages for Late Delivery of Satellite and/or GBBF Subsystem .

22.1.1 The Parties acknowledge and agree that failure to meet the Delivery schedule specified in Article 3 for the Satellite and/or the GBBF Subsystem may result in substantial financial loss or damage being sustained by Purchaser. The Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine and reasonable estimate of certain of the losses (including non-productive time and increased cost of money) that would be suffered by Purchaser by reason of any such delay (which losses would be difficult or impossible to calculate with certainty).

22.1.2 If Delivery of the Satellite does not occur on or before the date specified for Satellite Delivery in Article 3.1 (as such date may be adjusted pursuant to Articles 16, 17 or 18), then Contractor shall pay Purchaser as liquidated damages and not a penalty for Contractor’s late Delivery the following per day amounts for each such late day:

[*]

Notwithstanding the above, the maximum amount of liquidated damages that Contractor may be required to pay Purchaser for late Delivery of the Satellite shall not exceed [*] for the Satellite.

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22.1.3 If Delivery of the GBBF Subsystem does not occur on or before [*] then Contractor shall pay Purchaser as liquidated damages and not a penalty for Contractor’s late Delivery the following per day amounts for each such late day:

[*]

Notwithstanding the above, the maximum amount of liquidated damages that Contractor may be required to pay Purchaser for late Delivery of the GBBF Subsystem shall not exceed [*]

In the event the GBBF Subsystem has not been Accepted prior to the commencement of the earlier of [*]

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22.2 [*]

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22.3 Payment of Liquidated Damages .

Any amounts due in accordance with this Article 22 shall be, at Purchaser’s election, either (i) credited to Purchaser against any outstanding or future invoices hereunder or (ii) paid by Contractor to Purchaser within thirty (30) days of receipt of an invoice from Purchaser.

22.4 Remedy .

The liquidated damages set forth in Articles 22.1 and 22.2 shall be Purchaser’s sole remedy and compensation for Contractor delays with respect to late Delivery of the Satellite and/or GBBF Subsystem and [*] and no other liquidated damages shall be payable to Purchaser; provided, however, Purchaser retains all rights and remedies under Article 21 and Article 23 (it being understood and agreed that Purchaser shall have no right to terminate this Contract pursuant to Article 23.1.1 based solely on [*]

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ARTICLE 23 - TERMINATION FOR DEFAULT AND EXCESSIVE FORCE MAJEURE

23.1 Contractor Default .

23.1.1A Right to Terminate in Whole or in Part . Subject to Article 23.1.4 and further subject to Articles 16, 17 and 18, Purchaser may terminate this Contract in whole or in part by written notice to Contractor (“Notice of Termination for Default”) if:

(a) Contractor fails to Deliver the Satellite by the date specified in Article 3.1 for Delivery of the Satellite plus [*] (or such longer time as may be agreed to in writing by Purchaser);

(b) [*]

(c) Contractor commits a material breach of this Contract and fails, [*] (or such longer period as may be agreed to in writing by Purchaser) after receipt from Purchaser of written notice thereof, to cure such material breach in full.

A “material breach” under subclause (c) of this Article 23.1.1A shall not include grounds for termination set forth in subclauses (a) and (b) above or in Article 23.1.1B, and shall not include delays in Delivery with respect to the Space Segment except to the extent of Article 23.1.1A (a) and (b) and Article 23.1.1B.

23.1.1B Right to Terminate Contract as it Relates to the GBBF Subsystem . In addition to and without limiting Article 23.1.1A, but subject to Article 23.1.4 and further subject to Articles 16, 17 and18, Purchaser may terminate this Contract as it relates to the GBBF Subsystem, if:

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(a) Contractor fails to Deliver the GBBF Subsystem by [*] or such longer time as may be agreed to in writing by Purchaser; or

(b) It is reasonably certain (or admitted by Contractor) that Contractor shall be unable to Deliver the GBBF Subsystem by the date set forth in subclause (a) above.

23.1.2 Termination Liability .

(a) In the event of termination pursuant to Article 23.1.1A, but subject to Article 23.1.3, Purchaser shall be entitled to a refund by Contractor of all payments made by Purchaser to Contractor in accordance with this Contract for the terminated Work plus interest thereon at the interest rate stipulated in Article 5.3.1 hereof from the date payment was received by Contractor to the date the refund is received by Purchaser. In addition, Purchaser shall be entitled to payment of any liquidated damages for delay of the terminated Satellite and/or GBBF Subsystem [*] as applicable, which accrued pursuant to Article 22 prior to the date of the Notice of Termination for Default.

(b) In the event of termination pursuant to Article 23.1.1B, but subject to Article 23.1.3, Purchaser shall be entitled to a refund by Contractor of all payments made by Purchaser to Contractor in respect of the “Space Segment/Ground Based Beam Forming Subsystem” as provided in Article 4.1 (but which shall not include payments made by Purchaser in respect of the Satellite) plus interest thereon at the interest rate stipulated in Article 5.3.1 hereof from the date payment was received by Contractor to the date the refund is received by Purchaser. In addition, Purchaser shall be entitled to payment of any liquidated damages for delay of the

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GBBF Subsystem which accrued pursuant to Article 22 prior to the date of the Notice of Termination for Default.

(c) Contractor shall pay any amounts owing to Purchaser under this Article 23.1.2 no later than thirty (30) days after Contractor’s receipt of the Notice of Termination for Default. Payment of such amounts shall be Purchaser’s sole remedy in case of a termination pursuant to this Article 23.1.

23.1.3 Contractor’s Reimbursement for Terminated Work . Purchaser shall not be deemed to retain any Work-in-process other than Work-in-process designated by Purchaser in writing to be retained (and, for example, Contractor shall be required to refund Purchaser with respect to training even if such training had already been completed). In the event of termination pursuant to Article 23.1.1A, Purchaser may in its discretion elect to retain portions of the Work-in-process (“WIP”) [] Purchaser shall deliver notice of its intent to retain any WIP within ten (10) days after the giving of any Notice of Termination for Default. Subject to Article 32.6, the amounts not to be refunded with respect to any retained Deliverable Items shall be: (i) at the price [] Notwithstanding the above, this Article 23.1.3 shall be subject to Article 32.6.

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23.1.4 Special Provision Limiting Purchaser’s Remedies . Purchaser shall have no right to terminate this Contract pursuant to Article 23.1 with respect to the Satellite after Satellite Delivery, or with respect to the GBBF Subsystem after GBBF Subsystem Acceptance (including in the event of Space Segment Acceptance). Purchaser shall have no right to terminate the Space Segment except to the extent of its rights to terminate the Contract in whole in part in accordance with Article 23.1.1 and with respect to the GBBF Subsystem in accordance with Article 23.1.2.

23.1.5 Disposition of the Work . Unless Purchaser retains WIP pursuant to Article 23.1.3 hereof, but subject to Purchaser’s rights under Article 32, Contractor shall retain title to any and all Work, Work-in-process, parts or other material, inventories, and any associated warranties, and any subcontracted items Contractor has specifically produced, acquired, or entered into in accordance with this Contract. If Purchaser elects to retain any WIP pursuant to Article 23.1.3, Purchaser may require Contractor to transfer to Purchaser in the manner and to the extent directed by Purchaser, title to and possession of any items comprising all or any part of the WIP (including all Work-in-process, parts and materials, all inventories, and associated warranties) and Contractor shall, upon direction of Purchaser, protect and preserve such WIP at Purchaser’s expense in the possession of Contractor or its subcontractors in which Purchaser has an interest and shall facilitate access to and possession by Purchaser of items comprising all or part of the Work terminated. Within twenty (20) days of request of Purchaser, Contractor shall submit a good faith long term storage proposal for the storage of the WIP to be retained by Purchaser and stored with Contractor.

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23.1.6 Invalid Default Termination . If, after termination pursuant to this Article 23.1, it is determined pursuant to Article 25 or written agreement of Purchaser that Contractor was not in default under Article 23.1.1, or that the default was excusable under Articles 17 or 18, the rights and obligations of the Parties shall be the same as if Purchaser had, rather than deliver Notice of Termination for Default, delivered a Notice of Termination for Convenience under Article 21 (whether in whole or in part shall be determined whether Purchaser’s original Notice of Termination for Default was in whole or in part).

23.2 Purchaser Default .

23.2.1 Right to Terminate . Contractor may terminate this Contract upon written notice to Purchaser (“Contractor Notice of Default”) if Purchaser fails to cure any default in the payment of any amount that has become due and payable hereunder within thirty (30) days after receiving written notice of such default (or such longer period as may be agreed to in writing by Contractor). Notwithstanding Article 23.2, Purchaser will not be considered in default with respect to any amount that it is disputing in accordance with Article 5.6 and will have ten (10) Business Days after the resolution (by agreement or in accordance with Article 25.2) of such dispute to satisfy any payment required by such resolution.

23.2.2 Termination Liability . In the event of termination pursuant to this Article 23.2, it shall be treated as a termination for convenience of the whole of the Contract pursuant to Article 21.1 (effective as of the date of the Contractor Notice of Default). The rights and remedies provided to Contractor under this Article 23.2.2 shall be exclusive and in lieu of any other rights and remedies under this Contract or otherwise provided by law or in equity in relation to the termination of this Contract for Purchaser’s default of its obligations under this Contract.

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23.2.3 Disposition of the Work . Contractor may elect immediately upon termination to take over all applicable Deliverable Items and Work-in-process and use or dispose of the same in any manner Contractor may elect. In such case, the fair market value of any applicable Deliverable Items or Work-in-process retained or disposed of by Contractor shall be set-off against Purchaser’s Net Whole Termination Claim as established in accordance with Article 21. Upon payment of the amount due under this Article 23.2.3, Purchaser may require Contractor to transfer to Purchaser in the manner and to the extent directed by Purchaser, title to (not including Deliverable Data or any other portion of the Work to which Contractor would not have otherwise been obligated to transfer title hereunder had the Contract been completed) and possession of any items comprising all or any part of the applicable Work terminated (including all Work-in-process, parts and materials, all inventories, and associated warranties) not used or disposed of by Contractor pursuant to the foregoing sentence, and Contractor shall, upon direction of Purchaser, protect and preserve property at Purchaser’s expense in the possession of Contractor or its subcontractors in which Purchaser has an interest and shall facilitate access to and possession by Purchaser of items comprising all or part of the applicable Work terminated. Alternatively, Purchaser may request Contractor to make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Purchaser less a deduction for Actual Costs reasonably incurred by Contractor in the sales of such items plus a markup of [*] Within twenty (20) days of written request of Purchaser, Contractor shall submit a good faith long term storage proposal for the storage of the applicable Work.

23.2.4 Invalid Default Termination . If, after termination pursuant to this Article 23.2, it is finally determined pursuant to Article 25 or written agreement of Contractor that Purchaser was not in default under Article

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23.2.1, the Contract shall be deemed to have been terminated in whole pursuant to Article 23.1 and Purchaser shall have all rights thereunder.

23.3 Excessive Force Majeure .

A. Purchaser may, upon written notice to Contractor (“Notice of Termination for Excessive Force Majeure”), immediately terminate this Contract, in whole or in part: if either: (i) Contractor fails to Deliver the Satellite by the date specified in Article 3.1 for Delivery of the Satellite plus [*] due to a Force Majeure in accordance with Article 17, or (ii) the cumulative delay in failure to Deliver the Satellite due to Contractor Force Majeure plus any other non-excused Contractor delay in Delivery of the Satellite by the date specified in Article 3.1 for Delivery of the Satellite shall equal or exceed [*] Upon the occurrence of any of these events and issuance by Purchaser of a Notice of Termination for Excessive Force Majeure, Purchaser shall have the right to terminate the Contract in whole or in part and the rights and obligations of the Parties shall be the same [*]. After the occurrence of an event that would otherwise entitle Purchaser to deliver Notice of Termination for Excessive Force Majeure, Contractor shall have the right to deliver a written request to Purchaser that Purchaser advise Contractor whether Purchaser will deliver the Notice of Termination for Excessive Force Majeure. Within thirty (30) days of receipt of Contractor’s written request, Purchaser will notify Contractor as to its decision to either terminate this Contract or to waive its rights to terminate for such Excessive Force Majeure provided that it shall be a condition to any obligation of Purchaser to provide the requested notice of election that Contractor unconditionally acknowledge Purchaser’s rights to terminate in accordance with this Article 23.3. Failure of Purchaser to provide such requested notice of election in the thirty (30) day period specified above

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shall be deemed to be a waiver of Purchaser’s rights to terminate for such Excessive Force Majeure under this Article 23.3.

B. Purchaser may, upon written notice to Contractor (“Notice of Termination for Excessive Force Majeure”) terminate this Contract as to the GBBF Subsystem under Article 23.1.1B if: (i) due to a Force Majeure in accordance with Article 17, Contractor fails to Deliver the GBBF Subsystem on or before the date specified in Article 3.1 for Delivery of the GBBF Subsystem (as such date may be extended pursuant to Article 18) [*] or (ii) due to a Force Majeure plus any other non-excused Contractor delay in Delivery of the GBBF Subsystem, the cumulative delay in failure to Deliver the GBBF Subsystem by the Delivery date therefor (as such date may be extended pursuant to Article18) shall equal or exceed [*] Upon the occurrence of any of these events and issuance by Purchaser of a Notice of Termination for Excessive Force Majeure, Purchaser shall have the right to terminate the GBBF Subsystem, and the rights and obligations of the Parties shall be the same [*] After the occurrence of an event that would otherwise entitle Purchaser to deliver Notice of Termination or [*] for Excessive Force Majeure, Contractor shall have the right to deliver a written request to Purchaser that Purchaser advise Contractor whether Purchaser will deliver the Notice of Termination for Excessive Force Majeure. Within thirty (30) days of receipt of Contractor’s written request, Purchaser will notify Contractor as to its decision to either terminate this Contract as to the GBBF Subsystem or to waive its rights to terminate for such Excessive Force Majeure. Failure of Purchaser to provide such requested notice of election in the thirty (30) day period specified above shall be deemed to be a waiver of Purchaser’s rights to terminate for such Excessive Force Majeure under

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this Article 23.3B but shall not affect any other rights of Purchaser hereunder.

23.4 Limitation on Right to Terminate .

Except as specified in this Contract, each Party shall have no right to terminate or suspend this Contract.

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ARTICLE 24 - OPTIONS

24.1 Option Satellite .

Purchaser shall have an option (the “Satellite Option”), which Purchaser may exercise in writing at any time (“Satellite Option Exercise”) during the period from [*] to order an additional satellite (the “Option Satellite”) [*]. Upon Satellite Option Exercise, Contractor shall construct and Deliver the Option Satellite, and shall perform all Launch Support Services, Mission Operations Support Services, training and other services in accordance with the terms and conditions of this Contract, except as expressly modified by this Article 24. For purposes of clarification, there will be no FFC Incentive Payments (Article 5.2.3A) or liquidated damages for FCC Events (Article 22.2) with respect to the Option Satellite. Contractor shall Deliver the Option Satellite on or before [*]

24.1.1 The total Option Satellite price includes Launch Support Services, Mission Operations Support Services and other services required to be provided by Contractor under this Contract. The payment plan for the Option Satellite shall be the payment plan applicable at the time of the Satellite Option Exercise set forth on Exhibit F, Payment Plan and Termination Liability Amount (with reference to “Option Satellite Payment Plan”). The price for the Option Satellite (the “Satellite Option Price”) shall be determined in accordance with the following table based upon the date of the Satellite Option Exercise:

Option Exercise Date		*Satellite Option Price()**
[*]

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(*) The Satellite Option Price assumes a Launch on a U.S. domestic Launch Vehicle. Additional charges as noted in Article 4.3 shall apply for a non-U.S. domestic launch.

The Satellite Option Price for the Option Satellite includes Orbital Performance Incentive Payments in an amount equal to [*].

In the event that the Purchaser directs Contractor to place the Optional Satellite into Storage in accordance with Article 24.4 (Storage), Purchaser shall pay Satellite Orbital Performance Incentives for that Optional Satellite in accordance with Article 24.4(f) (Satellite Orbital Performance Incentives During Storage), but shall not be obligated to pay the remaining Launch Milestone, unless Purchaser directs Contractor to Launch a previously stored Satellite in accordance with Article 24.4(e) (Notification of Intention to Launch a Previously Stored Satellite), and that Launch Milestone has been completed and certified as complete by Contractor. 24.1.2 Purchaser shall be permitted to exercise the Satellite Option to order an Option

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Satellite [*]

24.1.3 The Parties shall promptly incorporate the exercise of this option into the Contract through an Amendment according to Article 37.5.

24.2 Satellite Control Center Software/Equipment (SCCS/E) .

Purchaser shall have an option, which Purchaser may exercise in writing at any time prior to January 15, 2006, to order Contractor to provide standard Satellite Control Software/Equipment, specifically Integrated Telemetry, Analysis, Control, and Simulation (iTACS) and Analysis and Planning Software (APS), to the designated Purchaser Primary Satellite Control and Backup Control Center (collectively, “SCCS/E”). Delivery and installation of the SCCS/E shall occur two (2) months prior to the scheduled Delivery of the Satellite. The price for the SCCS/E is [*]. The payment plan and termination liability for the SCCS/E shall be the payment plan and termination liability set forth on Exhibit F, Payment Plan with reference to the SCCS/E.

24.3 Extended Warranties for Space Segment . Purchaser shall have four (4) options to extend the entire Space Segment warranty set forth in Article 15.1.3 for additional [*] (for a total warranty of up to approximately [*] for an option price of [*] per option exercised, provided that Purchaser shall deliver written notice of its election to purchase the Space Segment warranty for an additional [*] period not less than thirty (30) days prior to the end of the initial or any subsequent warranty period.

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24.4 Storage .

Purchaser, at its option to be exercised no later than four (4) months prior to Delivery of the Satellite, may direct Contractor to store the Satellite, after Delivery of the Satellite, for a period of up to [*]

(a) Storage Location . Storage for a Satellite shall be performed at a Contractor controlled facility and shall be performed pursuant to Section 7 (Storage and Post-Storage Test) of Exhibit D, Satellite Test Plan, the Satellite storage plan (“Satellite Storage Plan”).

(b) Storage Prices . The price for Storage of the Satellite placed into storage shall be [] per month beginning on the first day of the [] month following commencement of storage for every month the Satellite is stored longer than [*]. The price for Storage includes all costs associated with storage including the post-storage testing as set forth in Section 7 (Storage and Post-Storage Test) of Exhibit D, Satellite Program Test Plan. Purchaser may direct Contractor, through a Change Request, to perform additional post-storage verification testing in addition to those tests described in Section 7 (Storage and Post-Storage Test) of Exhibit D, Satellite Test Plan.

(c) Payments . The monthly payment for storage costs shall be due thirty (30) days after delivery of the relevant invoice for payment (provided that the first invoice shall not be issued prior to [*] days after commencement of the storage period) and shall continue monthly until the Satellite is removed from storage. Payments under this Article 24.4 shall be made by in accordance with Article 5 hereof.

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(d) Title and Risk of Loss . Except as may be agreed between Purchaser and Contractor, title to a Satellite delivered to Storage and risk of loss (except to the extent of any deductible amount on the policy of insurance covering damage or destruction of the Satellite and allocable thereto, which deductible amount shall be paid by Purchaser to Contractor in the event of any insurance claim, in accordance with Article 5) shall remain with Contractor at all times during storage.

(e) Notification of Intention to Launch a Previously Stored Satellite . Purchaser shall notify Contractor in writing that a Satellite in Storage pursuant to this option should be removed from storage and delivered to the designated Launch Site. This notification must be received by Contractor not less than six (6) months prior to the new date established by mutual agreement between the Purchaser and Contractor (subject to approval by the Launch Agency and consistent with any required U.S. export license obligations) for delivery of the Satellite to the designated Launch Site. Failure to notify Contractor in a timely manner may result in an Equitable Adjustment. Upon Purchaser direction to Contractor to remove the Satellite from Storage, Contractor shall conduct the post-storage verification tests as set forth in Section 7 (Storage and Post-Storage Test) of Exhibit D, Satellite Test Plan, and ship the Satellite to the designated Launch Site (or to such other location as Purchaser may direct).

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(f) Orbital Performance Incentives During Storage. If the Satellite is in Storage for more than [*], then: (a) interest shall begin to accrue on the Satellite Orbital Performance Incentives as if Acceptance of the Satellite had occurred on the [*] and (b) Purchaser shall begin to pay monthly Space Segment Orbital Performance Incentives, Satellite Orbital Performance Incentives, plus the Space Segment Acceptance Payment, and applicable interest in accordance with Article 13 until the Satellite is Accepted (the “Pre-Paid Orbitals”).

During such period in Storage, Contractor shall be paid the Space Segment Acceptance Payment and Orbital Performance Incentives as if the Satellite is a Satisfactorily Operating Satellite (i.e., 100% of applicable incentives based on the applicable Daily Rate).

All payments of the Space Segment Acceptance Payment and Orbital Performance Incentives paid during the Storage period shall be treated as prepayments of the Space Segment Acceptance Payment and Orbital Performance Incentives to be earned after Acceptance.

Upon Acceptance of the Satellite and Space Segment, as applicable, Contractor shall be eligible to earn the Space Segment Acceptance Payment and the Orbital Performance Incentives over the full fifteen (15) year Satellite Orbital Incentive Performance Period as provided in Article 13, with Purchaser being given credit for the Pre-Paid Orbitals (together with interest in accordance with Article 13.3 from the time of payment until the credit is applied).

Purchaser’s credit for the Pre-Paid Orbitals plus associated interest would be applied as an offset to the Space Segment Acceptance Payment and any amount of Orbital Performance Incentives thereafter earned by

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Contractor until all of the Pre-Paid Orbitals and the associated interest has been completely applied. After which, the Purchaser would pay the Orbital Performance Incentives in accordance with Article 13. If pursuant to Article 13 it is clear that the credit for Pre-Paid Orbitals will not be completely applied during the Satellite Orbital Incentive Performance Period, then the balance of any Pre-Paid Orbitals (including applicable interest) shall be re-paid to Purchaser within thirty (30) days of this determination.

(g) Stored Satellite Refurbishment . By no later than [] of storage of a Satellite, Purchaser shall notify Contractor in writing of its desire to have such Satellite refurbished once it is stored for [] or to continue storage past [*] (identifying the extended storage requirement). Within sixty (60) days after receipt of Purchaser’s notice electing refurbishment or continued storage, Contractor shall, at no cost to Purchaser, provide Purchaser with (i) a plan for refurbishment and a retest plan to verify the Satellite as launch-worthy (with the costs of implementation of said plan to be borne by Purchaser in accordance with Article 16.1), or (ii) a plan for continued storage, in either case together with proposed adjustments to the applicable provisions of this Contract.

(h) Delivery to Purchaser other than for Launch . Purchaser shall have the right at any time to require Contractor to deliver to Purchaser a Satellite which is in Storage. Upon written request from Purchaser, Contractor shall at its own cost deliver the Satellite to its loading dock and assist Purchaser in the transport of said Satellite from Contractor’s facilities. Contractor shall also provide Purchaser with an inventory of the Satellite and such other related documentation as Purchaser may reasonably request. Title to the Satellite and risk of loss thereto shall transfer to the Purchaser upon Contractor’s delivery of the Satellite to its

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loading dock and Purchaser shall be responsible for payment of any Taxes which may be imposed upon such transfer. In addition, in the event that Purchaser does not Launch the Satellite within ninety (90) days of title transfer pursuant to this paragraph, Contractor shall be entitled to the Space Segment Acceptance Payment and to start earning its Satellite Orbital Performance Incentives at one hundred percent (100%) of the Daily Rate which to be paid, including interest thereon (to the extent not previously prepaid) in accordance with Article 13, with the date of Acceptance of the Satellite being deemed the date of title transfer thereto.

24.5 Space Segment/GBBF Subsystem (Not Including Satellite) Option .

24.5.1 Purchaser shall have an option (the “Space Segment Option”), which Purchaser may exercise in writing at any time (“Space Segment Option Exercise”) during the period from EDC until [*] to order an additional Space Segment (not including a satellite but including the GBBF Subsystem and those related items and services identified for the “Space Segment/Ground-Based Beam Forming Subsystem (Not Including Satellite)” in Article 4.1) (the “Option Space Segment”) that is in all material respects substantially similar to the Space Segment. Upon Space Segment Option Exercise, Contractor shall construct and Deliver the Option Space Segment and shall perform all training and other services in accordance with the terms and conditions of this Contract, except as expressly modified by this Article 24. Contractor shall Deliver the Option Space Segment on or before [*] after exercise of this option, but in no event earlier than [*] after Acceptance of the first Space Segment currently scheduled for Delivery in accordance with Article 3.1.

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24.5.2 The option price of the Space Segment Option (“Space Segment Option Price”) shall be as follows:

Option Exercise Date		Option Price
[*]

24.5.3 Purchaser shall be permitted to exercise the Space Segment Option to order an Option Space Segment that is not in all material respects substantially similar to the GBBF Subsystem, in which case the Space Segment Option Price specified above shall be adjusted due to the material differences between the Space Segment and the Option Space Segment in accordance with Article 16 as applicable to changes requested by Purchaser.

24.5.4 The Parties shall promptly incorporate the exercise of this option into the Contract through an Amendment according to Article 37.5.

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ARTICLE 25 - DISPUTE RESOLUTION

Any dispute, claim, or controversy between the Parties arising out of or relating to this Contract (“Dispute”), including any Dispute with respect to the interpretation, performance, termination, or breach of this Contract or any provision thereof shall be resolved as provided in this Article 25 (except that indemnity actions under Article 19 and/or Article 20 shall be resolved as between the indemnifying Party and a third party claimant in the applicable forum).

25.1 Informal Dispute Resolution .

Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

25.1.1 If, during the course of the Work, a Party believes it has a Dispute with the other Party, the disputing Party shall give written notice thereof, which notice will describe the Dispute and may recommend corrective action to be taken by the other Party. Contractor Program Manager shall promptly consult with Purchaser Contract Manager in an effort to reach an agreement to resolve the Dispute.

25.1.2 In the event agreement cannot be reached within ten (10) days of receipt of written notice under Article 25.1.1, either Party may request the Dispute be escalated, and the respective positions of the Parties shall be forwarded to an executive level higher than that under Article 25.1.1 above for resolution of the Dispute.

25.1.3 In the event agreement cannot be reached within twenty (20) days of receipt of written notice under Article 25.1.1, either Party may request the Dispute be escalated, and the respective positions of the Parties shall be forwarded to the Chief Executive Officer (CEO) or highest senior executive of each Party for resolution of the Dispute.

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25.1.4 In the event (i) agreement cannot be reached within thirty (30) days of receipt of written notice in 25.1.1, after application of Articles 25.1.1, 25.1.2, 25.1.3 or (ii) a Party determines in good faith that amicable resolution through continued negotiation of the Dispute does not appear likely, either Party may proceed in accordance with Article 25.2 or Article 25.3, as applicable.

25.2 Expedited Arbitration for Certain Disputes .

Any Disputes regarding (i) amounts not paid by Purchaser to Contractor under Article 5.6, (ii) amounts in dispute under Article 16.1.3 or 16.2, (iii) payment disputes arising under Article 13 and Article 22, and/or (iv) as otherwise mutually agreed, shall be settled by final and binding arbitration pursuant to the JAMS Streamlined Arbitration Rules and Procedures. The expedited arbitration shall be before a single arbitrator and shall be completed within ninety (90) days after appointment of the arbitrator. The Parties shall have ten (10) days to mutually agree upon an arbitrator to conduct the expedited proceeding. Should the Parties fail to reach agreement within such ten (10) day period, a single arbitrator shall be appointed by JAMS. In the case of disputed payments under Article 5.6, the arbitrator shall determine whether Contractor completed the disputed Milestone(s) in accordance with the requirements of the Contract. The Parties shall each bear half of the costs of the arbitration (including arbitrator fees), except each Party shall bear its own attorneys’ fees and any other such costs incurred by a Party on its own behalf. Any determination hereunder shall be enforceable in any court of competent jurisdiction as provided in Article 25.3. In the event that the arbitrator rules that a payment is due, the Party owing such payment shall have ten (10) Business Days to pay any and all amounts awarded by the arbitrator. A failure to pay any amount awarded by the arbitrator within such ten (10) Business Day period shall be an event of default pursuant to Article 23 hereof, and shall not require further notice or period for cure.

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25.3 Litigation .

25.3.1 Notwithstanding Article 25.1 and 25.2, if a Party makes a good faith determination that (i) a breach by the other Party is such that a temporary restraining order or other preliminary injunctive or other equitable relief to enforce its rights or the other Party’s obligations under the provisions of this Contract and which is necessary or (ii) litigation is appropriate to avoid the expiration of an applicable limitations period or to preserve a superior position with respect to creditors, either Party shall have the right to bring suit at any time.

25.3.2 Subject to Article 25.1 and 25.2, any Dispute shall be brought in the United States District Court for the Central District of California, and the Parties hereby waive any objection to that venue and that court’s exercise of personal jurisdiction over the case; provided further that if, for any reason, such court does not have or refuses to exercise subject matter jurisdiction over the Dispute, then litigation as permitted herein may be brought in the Superior Court for the County of Los Angeles. The Parties hereby irrevocably consent to the exercise of personal jurisdiction by the state and federal courts in the State of California concerning any Dispute between the Parties. If, for any reason, neither the state nor federal courts in California will exercise jurisdiction over the Dispute, then litigation as permitted herein may be brought in any court of competent jurisdiction in the United States of America.

25.3.3 [*]

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[*]

25.3.4 Nothing in this Contract precludes a Party prevailing on any claim, from initiating litigation in any appropriate forum to enter or enforce a judgment based on the award on that claim.

25.4 Continued Performance .

Unless the Dispute involves a termination of the Contract under Articles 21 or 23 hereof: (i) pending final resolution of any Dispute, each Party shall, unless directed otherwise by the other Party in writing, perform all its obligations under this Contract to the extent undisputed and practical to do so, including the obligation to take all steps necessary during the pendency of the Dispute to ensure the Work will be performed within the time stipulated or within such extended time as may be allowed under this Contract; and (ii) failure to pay disputed amounts under Article 5.6 shall not excuse failure to so perform the Work.

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ARTICLE 26 - INTER-PARTY WAIVER OF LIABILITY FOR A LAUNCH

26.1 Launch Services Agreement Inter-Party Waiver of Liability .

26.1.1 Inter-Party Waiver . Each Party hereby agrees to be bound by the no-fault, no-subrogation inter-party waiver of liability and related indemnity provisions required by the Launch Services Agreement with respect to each Launch and to cause their respective contractors and subcontractors at any tier (including suppliers of any kind) that are involved in the performance of this Contract and any other person having an interest in the Satellite (including customers of Purchaser) to accede to such waiver and indemnity, which in every case shall include claims against the Launch Agency, either Party and their respective contractors and subcontractors at any tier (including suppliers of any kind) that are involved in the performance of this Contract. The Parties shall execute and deliver any instrument that may be reasonably required by the Launch Agency to evidence their respective agreements to be bound by such waivers.

26.1.2 Waiver of Subrogation . The Parties also shall use best reasonable efforts to obtain from their respective insurers, and shall require their respective contractors and subcontractors at any tier (including suppliers of any kind) that are involved in the performance of this Contract and any other person having an interest in the Satellite (including non-consumer customers of Purchaser) to use best reasonable efforts to obtain from their respective insurers, an express waiver of such insurers’ rights of subrogation with respect to any and all claims that have been waived pursuant to this Article 26.

26.2 Indemnity Related to the Inter-Party Waiver of Liability .

Each Party shall indemnify against and hold harmless the other Party from and against any claim the other Party or its contractors and subcontractors at any tier

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(including suppliers of any kind) that are involved in the performance of this Contract, made by the indemnifying Party or any of its contractors and subcontractors (including suppliers of any kind) that are involved in the performance of the Contract, or by any person having an interest in the Satellite (including customers of Purchaser), or by insurer(s) identified in Article 26.1, resulting from the failure of the indemnifying Party to waive any liability against, or to cause any other person the indemnifying Party is obligated to cause to waive any liability against, the Launch Agency, the other Party or either of their contractors and subcontractors at any tier (including suppliers of any kind) involved in the performance of this Contract. The Parties shall execute and deliver any instrument that may be reasonably required by the Launch Agency to evidence their respective agreements to be bound by such indemnifications.

26.3 Survival of Obligations .

The waiver, indemnification and hold harmless obligations provided in this Article 26 shall survive and remain in full force and effect, notwithstanding the expiration or termination of this Contract.

26.4 Additional Insured .

Purchaser shall use reasonable efforts to cause the Launch Agency to name, as additional insured under any third-party liability insurance procured by the Launch Agency under the Launch Services Agreement for the Launch of the Satellite, Contractor and any other person identified by Contractor in writing to Purchaser no later than one hundred and eighty (180) days before such Launch.

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ARTICLE 27 - MAJOR SUBCONTRACTS

27.1 Selection of Major Subcontractors for Satellite .

27.1.1 Selection of any Major Subcontractor for the Satellite, whether as an initial selection or as a replacement selection, shall be subject to Purchaser’s prior written approval. [] the Major Subcontractors listed on the Major Subcontracts List dated November 19, 2005, for use as either initial selection or as a replacement selection of Major Subcontractors. Contractor shall provide Purchaser with a copy of the full text of any Major Subcontract (including technical content but excluding price and payment schedule) promptly upon execution thereof. The Parties further agree that [] shall be the principal GBBF Subsystem supplier (as reflected in Attachment E).

27.1.2 [*] any Major Subcontractor or subcontractor shall not relieve Contractor from any obligations or responsibilities under this Contract.

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ARTICLE 28 - CONTRACTOR INSURANCE REQUIREMENTS

28.1 Insurance Requirements .

28.1.1 Coverages . Contractor represents that it has procured and will maintain at all relevant times during its performance of this Contract the following insurance coverages:

A. Ground insurance (“Property Insurance”) against all risks and loss or damage to the Satellite, the GBBF Subsystem, or DSS and to any and all component parts thereof and all materials of whatever nature used or to be used in completing the Work, in an amount not less than the greater of (i) the replacement value of or (ii) the amounts paid by Purchaser with respect to, the Satellite, the GBBF Subsystem, DSS and component parts thereof and all materials of whatever nature used or to be used in completing the Work. Such insurance shall provide (i) coverage for removal of debris, and insuring the structures, machines, equipment, facilities, fixtures, and other properties constituting part of the Work, (ii) transit coverage, including ocean marine coverage (unless insured by the supplier), (iii) off-site coverage covering any key equipment, and (iv) off-site coverage covering any property or equipment not stored on the construction site. For the Satellite, the GBBF Subsystem, and DSS such insurance shall cover the period beginning at EDC up to the moment risk of loss passes to Purchaser in accordance with this Contract. The deductible on such policy shall not exceed standard deductibles in the industry for like insurance.

B. Worker’s compensation insurance, including occupational illness or disease coverage, or other similar social insurance in accordance with the laws of any country, state, or territory exercising jurisdiction over the employee and employer’s liability insurance in an amount not less than One Million United States dollars (U.S. $1,000,000)

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per occurrence. Contractor shall maintain such insurance until Acceptance of all Work, including remedial work, has occurred; and

C. Comprehensive automobile liability insurance against liability claims for personal injury (including bodily injury and death) and property damage covering all owned, leased, non-owned, and hired vehicles used by Contractor in the performance of the Work. Such insurance shall be for an amount not less than One Million United States dollars (U.S. $1,000,000) per occurrence for combined bodily injury and property damage. Contractor shall maintain such insurance until Acceptance of all Work, including remedial work, has occurred; and

D. Such other insurance in types and amounts as is adequate to cover Contractor’s potential liabilities under this Contract and applicable law.

28.1.2 Additional Insured . Purchaser and each Financing Entity shall be named as an additional named insured under Contractor’s third-party liability coverages, provided that, with respect to each Financing Entity, such Financing Entity has an insurable interest recognized by the applicable insurance underwriters.

28.1.3 Insurers Rating . The insurers selected by Contractor to provide the insurance required by Article 28.1.1 above shall have a rating at least as high as those insurers providing coverage on Contractor’s programs for its other major commercial customers.

28.1.4 Evidence of Insurance . Prior to commencing the Work, and whenever requested by Purchaser, Contractor shall produce evidence that the insurance required by Article 28.1.1 has been effected and is being maintained. Contractor shall, at the written request of Purchaser, provide Purchaser with a certificate of insurance evidencing the procurement of all required insurance policies and thirty (30) days written notice prior to any

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modification that diminishes the insurance coverage required hereunder, cancellation, or non-renewal of such policies. If, after being requested in writing by Purchaser to do so, Contractor fails to produce evidence of compliance with Contractor’s insurance obligations within fourteen (14) days, Purchaser may effect and maintain the insurance and pay the premiums. The amount paid shall be a debt due from Contractor to Purchaser and may be offset against any payments due Contractor by Purchaser. Purchaser may, at reasonable times upon reasonable notice, inspect any insurance policy required hereunder at Contractor’s offices.

28.1.5 Claims . Contractor shall, as soon as practicable, inform Purchaser in writing of any occurrence with respect to the Work that may give rise to a claim under a policy of insurance required by paragraph (a) above. Contractor shall ensure that its Subcontractors similarly inform Purchaser of any such occurrences through Contractor.

28.1.6 Waiver of Subrogation . Contractor shall use best reasonable efforts to require its insurers to waive all rights of subrogation against Purchaser and Purchaser’s Affiliates and their respective Associates.

28.1.7 Warranty . Contractor warrants and covenants that the insurance coverages and deductibles set forth in this Article 28 are substantially comparable to those provided to Contractor’s other major commercial customers.

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28.2 Preparation of Claims .

Each Party shall provide to the other Party any information that may reasonably be required to prepare, present, and substantiate an insurance claim at the other Party’s written request.

28.2.1 Subject to compliance with Article 7, each Party warrants and covenants that it will not intentionally withhold from the other Party any material information it has or will have concerning anomalies, failures, or non-conformances with or deviations from the requirements of this Contract.

28.2.2 Upon written request of a Party, subject to Article 7, the other Party will respond or permit the first Party to respond to any insurers in relation to all specific and reasonable questions relating to design, test, quality control, launch, and orbital information. In addition, in the event of a Launch and In-Orbit Insurance claim, Contractor shall provide the support described in Article 35.2.

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ARTICLE 29 - PERSONNEL AND KEY PERSONNEL

29.1 Personnel Qualifications .

Contractor shall assign properly qualified and experienced personnel to the program contemplated under this Contract.

29.2 Key Personnel Positions .

Within fifteen (15) days after EDC, Contractor shall notify Purchaser of the program Key Personnel. The Key personnel (“Key Personnel”) shall be the personnel filling the following or equivalent positions:

29.2.1 Contractor Program Manager;

29.2.2 Spacecraft Engineering Manager;

29.2.3 Payload Program Manager;

29.2.4 Assembly, Integration and Testing Manager; and

29.2.5 Space Segment Manager

29.2.6 Space Segment Technical Lead

29.3 Assignment of Key Personnel .

29.3.1 Contractor will assign individuals from within Contractor’s organization to the Key Personnel positions to carry out the Work. Such individuals shall be fully competent and skilled to perform the services required of them pursuant to this Contract.

29.3.2 Key Personnel will be familiar with programs similar to Purchaser’s program.

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29.3.3 Before assigning an individual to any Key Personnel positions, whether as an initial assignment or a subsequent assignment, Contractor shall notify Purchaser of the proposed assignment, shall introduce the individual to appropriate Purchaser representatives and, upon request, provide such representatives with the opportunity to interview the individual and shall provide Purchaser with the individual’s resume. If Purchaser in good faith objects to the qualifications of the proposed individual within fifteen (15) Business Days after being notified thereof, then Contractor agrees to discuss such objections with Purchaser and attempt to resolve such concerns on a mutually agreeable basis; however, Contractor retains the unilateral right to make all decisions regarding the assignment of Contractor personnel to the program. The Key Personnel that have been identified as of the Effective Date of Contract are listed in Attachment B (Key Personnel). Should the individuals filling the positions of Key Personnel leave such positions for whatever reason, Contractor shall follow the procedures set forth in this Article 29 to select replacement personnel. Contractor shall use reasonable best efforts to retain such personnel on Purchaser’s program for the duration of such program.

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ARTICLE 30 - LIMITATION OF LIABILITY

30.1 Limitation of Liability .

30.1.1 No Consequentials . WITHOUT PREJUDICE TO THE PARTIES’ OBLIGATIONS SPECIFIED IN ARTICLES 4.2 (WITH REGARD TO TAXES), 19.1, 20, 26.1.1 AND 26.2, NEITHER PARTY SHALL BE LIABLE DIRECTLY OR INDIRECTLY TO THE OTHER, TO THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS AT ANY TIER (INCLUDING SUPPLIERS OF ANY KIND), AGENTS OR CUSTOMERS, TO ITS PERMITTED ASSIGNEES OR SUCCESSOR OWNERS OF THE SATELLITE OR OTHER DELIVERABLE ITEM OR TO ANY OTHER PERSON CLAIMING BY OR THROUGH PURCHASER FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION COSTS OF EFFECTING COVER, LOST PROFITS, LOST REVENUES OR COSTS OF RECOVERING THE SATELLITE OR SPACE SEGMENT ARISING FROM OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY ITEMS DELIVERED OR SERVICES FURNISHED HEREUNDER, WHETHER THE BASIS OF SUCH LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OF ANY TYPE AND STRICT LIABILITY), STATUTE OR OTHER LEGAL OR EQUITABLE THEORY.

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30.1.2 Indemnity . EACH PARTY SHALL INDEMNIFY THE OTHER PARTY AND HOLD THE OTHER PARTY HARMLESS FOR AND AGAINST ANY CLAIM ASSERTED DIRECTLY OR INDIRECTLY AGAINST SUCH OTHER PARTY THAT IS WITHIN THE SCOPE OF THE FOREGOING LIMITATION OF LIABILITY AND DISCLAIMER.

30.2 Cap on Liability .

WITHOUT LIMITING CONTRACTOR’S OBLIGATION TO INDEMNIFY PURCHASER UNDER ARTICLES 19, 20 AND 26.2, IN NO EVENT SHALL CONTRACTOR’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS CONTRACT EXCEED AMOUNTS PAID TO CONTRACTOR HEREUNDER PLUS ANY INTEREST DUE PURSUANT TO ARTICLE 23.2.2 PLUS ANY LIQUIDATED DAMAGES DUE UNDER ARTICLE 22. WITHOUT LIMITING PURCHASER’S OBLIGATION TO INDEMNIFY CONTRACTOR UNDER ARTICLE 20 AND ARTICLE 26.2, IN NO EVENT SHALL PURCHASER’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS CONTRACT EXCEED PURCHASER’S LIABILITY AS SET FORTH IN ARTICLE 21.2.1. THIS ARTICLE 30 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT FOR WHATEVER CAUSE.

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ARTICLE 31 - DISCLOSURE AND HANDLING OF PROPRIETARY INFORMATION

31.1 Definition of Proprietary Information .

31.1.1 Definition .

For the purpose of this Contract, “Proprietary Information” means all confidential and proprietary information (other than the Exhibits and Attachments to this Contract and Deliverable Data, which are subject to the provisions of Article 32) in whatever form transmitted, that is disclosed or made available directly or indirectly by such Party (hereinafter referred to as the “disclosing party”) to the other Party hereto (hereinafter referred to as the “receiving party”) and: (i) is identified as proprietary by means of a written legend thereon, or (ii) if disclosed orally, is identified as proprietary at the time of initial disclosure and then summarized in a written document, with the Proprietary Information specifically identified, that is supplied to the receiving party within ten (10) days of initial disclosure. In the case of Purchaser, Proprietary Information also shall include, whether or not designated “Proprietary Information (subject to the exceptions contained in Article 31.1.2),” (i) correspondence under this Contract and (ii)) all information concerning Purchaser (and/or its Affiliates) regarding its operations, affairs and businesses, its financial affairs, and its relations with its customers, employees and service providers (including business plans, customer lists, customer information, account information and consumer markets).

31.1.2 Exceptions .

Proprietary Information shall not include any information disclosed by a Party that (i) is already known to the receiving party at the time of its disclosure, as evidenced by written records of the receiving party, without an obligation of confidentiality at the time of disclosure; (ii) is or becomes

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publicly known through no wrongful act of the receiving party; (iii) is independently developed by the receiving party as evidenced by written records of the receiving party, or (iv) is rightfully obtained by the receiving party from any third party without restriction and without breach of any confidentiality obligation by such third party.

31.2 Terms for Handling and Use of Proprietary Information .

Subject to Article 31.1.2, for a period of ten (10) years after receipt of any Proprietary Information, the receiving party shall not disclose Proprietary Information that it obtains from the disclosing party to any person or entity except its employees, Affiliates (who are not direct competitors of the disclosing party), attorneys, agents and consultants (who are not direct competitors of the disclosing party) who have a need to know, who have been informed of and have agreed in writing (or, in the case of employees or attorneys are otherwise subject to confidentiality obligations consistent with the obligations set forth herein) to abide by the receiving party’s obligations under this Article 31, and who are authorized pursuant to applicable U.S. export control laws and licenses or other approvals to receive such information. The receiving party shall use not less than the same degree of care to avoid disclosure of such Proprietary Information as it uses for its own Proprietary Information of like importance; but in no event less than a reasonable degree of care. Proprietary Information shall be used only for the purpose of performing the obligations under this Contract, or as the disclosing party otherwise authorizes in writing.

31.3 Reserved .

31.4 Legally Required Disclosures .

Notwithstanding the foregoing, in the event that the receiving party becomes legally compelled (including disclosures necessary or in good faith determined to be reasonably necessary under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), to disclose Proprietary Information of the disclosing party, including this Contract or other supporting

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document(s), the receiving party shall, to the extent practicable under the circumstances, provide the disclosing party with written notice thereof so that the disclosing party may seek a protective order or other appropriate remedy, and shall cooperate in good faith with the disclosing party to redact such portions of the Proprietary Information as the disclosing party shall require and applicable law shall permit. In any such event, the receiving party will disclose only such information as is legally required, and will cooperate with the disclosing party (at the disclosing party’s expense) to obtain proprietary treatment for any Proprietary Information being disclosed.

31.5 Reserved .

31.6 Return of Confidential Information .

Upon the request of the Party having proprietary rights to Proprietary Information, the other Party in possession of such Proprietary Information shall promptly return such Proprietary Information (and any copies, extracts, and summaries thereof) to the requesting Party, or, with the requesting Party’s written consent, shall promptly destroy such materials (and any copies, extracts, and summaries thereof), except for one (1) copy which may be retained for legal archive purposes, and shall further provide the requesting Party with written confirmation of same; provided, however, where both Parties have proprietary rights in the same Proprietary Information, a Party shall not be required to return such information to the other Party.

31.7 No License .

Except as expressly provided in this Contract, nothing in this Contract shall be construed as granting the receiving party whether by implication, estoppel, or otherwise, any license or any right to use any Proprietary Information received from the disclosing party, or use any patent, trademark, or copyright now or hereafter owned or controlled by the disclosing party.

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ARTICLE 32- INTELLECTUAL PROPERTY RIGHTS

32.1 Ownership of IP and IP Rights Generally .

32.1.1 Purchaser’s Intellectual Property .

Subject to the licenses granted in Article 32.2 and Article 32.3, and except as otherwise specified in Article 32.1.2, all Purchaser Background Intellectual Property, Purchaser Space Segment Foreground Intellectual Property, and Foreground Intellectual Property made, developed, or created by Purchaser (or by others, other than Contractor or any of its subcontractors, acting on behalf of Purchaser), and all Intellectual Property Rights therein, shall be the sole and exclusive property of Purchaser.

32.1.2 Contractor’s Intellectual Property .

A. Subject to the licenses granted in Article 32.2 and Article 32.3, all Contractor Background Intellectual Property, Contractor Space Segment Intellectual Property, and Foreground Intellectual Property made, developed, or created by Contractor (or by others acting on Contractor’s behalf including any subcontractor), and all Intellectual Property Rights therein, shall be the sole and exclusive property of Contractor. Subject to the licenses granted in Article 32.2 and Article 32.3, and notwithstanding Article 32.1.1, all Intellectual Property incorporated into the Satellite, and all Intellectual Property Rights therein, are and shall be the sole and exclusive property of Contractor.

B. For the avoidance of doubt but subject to the exceptions set forth in subsection (A) above, the Parties agree that Contractor shall retain title to all Deliverable Data (excluding Purchaser Space Segment Foreground Intellectual Property incorporated therein) and Contract Exhibits and Attachments thereto utilized or developed by Contractor during the performance of this Contract.

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32.1.3 Confidentiality . Intellectual Property shall be subject to the protections for confidentiality under Article 31 to the extent such duties do not conflict with enjoyment of the rights granted with respect to such Intellectual Property under the licenses set forth in this Article 32.

32.2 License Rights in Respect of Contractor Space Segment Intellectual Property and Purchaser Space Segment Foreground Intellectual Property .

32.2.1 Grant by Contractor .

Subject to the terms and conditions stated herein and expressly including Article 32.6, to the extent Contractor has or acquires the right to grant such a license, Contractor grants to Purchaser and its permitted successors and assigns a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive right and license, with right of sublicense, to use and have used, reproduce, and modify solely and exclusively for (i) the purpose of testing, operating, repairing, and/or maintaining any Deliverable Item (including Deliverable Data), and (ii) the Permitted Purposes, all Contractor Space Segment Intellectual Property including, to the extent necessary for the purpose of this license, those associated Intellectual Property Rights therein, now or hereafter owned by Contractor (and/or others acting on Contractor’s behalf including any subcontractor).

32.2.2 Grant by Purchaser .

Subject to the terms and conditions stated herein, to the extent Purchaser has or acquires the right to grant such a license, Purchaser grants to Contractor and its permitted successors and assigns a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive right and license, with right of sublicense, to use and have used, reproduce, and modify solely and exclusively for the purpose of conducting Contractor’s business of designing, developing, manufacturing and selling space systems all Purchaser Space Segment Foreground Intellectual Property, including, to the extent necessary for the purpose of this license, those associated

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Intellectual Property Rights therein, now or hereafter owned by Purchaser (and/or others acting on Purchaser’s behalf including any third party). Notwithstanding the above, Purchaser shall have no obligation to provide any documents, data, materials or other manifestations of such Intellectual Property except as set forth in Article 32.2.5 below.

32.2.3 Reciprocal Covenant Not to Interfere with Exercise of License Rights .

In no event shall either Party be precluded from developing for itself or for others Intellectual Property, materials or products which are competitive with, or similar to, the Deliverable Items if such Intellectual Property, materials and products do not include any of the other Party’s Intellectual Property or Proprietary Information except pursuant to a license granted under Articles 32.2 or 32.3. [*]

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[*]

32.2.5 Notification of Purchaser Space Segment Foreground Intellectual Property .

[*]

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[*]

32.3 License Rights in Respect of Intellectual Property Other Than Contractor Space Segment Intellectual Property and Purchaser Space Segment Foreground Intellectual Property .

32.3.1 Grants by Contractor.

Subject to the terms and conditions stated herein, and except for Contractor Space Segment Intellectual Property (which is subject to Article 32.2 above), to the extent Contractor has or may acquire the right to grant such a license, Contractor grants to Purchaser and its permitted successors and assigns a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive right and license to use and have used, reproduce, and modify for the sole and exclusive purpose of testing, operating, repairing, and/or maintaining any Deliverable Item (including Deliverable Data), all Contractor Background Intellectual Property, Third Party Intellectual Property and Foreground Intellectual Property made, developed or created by Contractor (or by others acting on behalf of Contractor including any subcontractor) or a third party, as the case may be, incorporated into such Deliverable Items (for the purposes of this paragraph (A), Deliverable Items includes Contract Exhibits and Attachments thereto), including, to the extent necessary for the limited purpose of this license, those associated Intellectual Property Rights therein, now or hereafter owned by Contractor (and/or its subcontractors) or a third party, as the case may be. Purchaser shall have no rights in Deliverable Data other than as expressly stated in this Contract.

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32.3.2 Grants by Purchaser .

Subject to the terms and conditions stated herein, and except for Purchaser Space Segment Foreground Intellectual Property (which is subject to Article 32.2 above), to the extent Purchaser has or acquires the right to grant such a license, Purchaser grants to Contractor and its permitted successors and assigns a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive right and license to use and have used for the sole and exclusive purpose of performing under this Contract, all Purchaser Background Intellectual Property, Third Party Intellectual Property and Foreground Intellectual Property, including, to the extent necessary for the limited purpose of this license, those associated Intellectual Property Rights therein, now or hereafter owned by Purchaser (or others acting on behalf of Purchaser) or a third party, as the case may be.

32.4 Subcontracts and Other Affected Agreements .

A. [*] In addition, Contractor shall, unless otherwise authorized or directed in writing by Purchaser, to the extent necessary to fulfill its obligations under Article 32.2 and Article 32.3 hereof, use reasonable efforts as practical to include in each additional subcontract issued hereunder a license rights clause pursuant to which each such subcontractor will grant to Purchaser (through Contractor) license rights in Intellectual Property incorporated in Deliverable Items hereunder and which Intellectual Property is developed by such subcontractor, and all associated Intellectual Property Rights therein, to the same extent as the license rights granted by Contractor in this Article 32. Notwithstanding any other provision of this Contract, this Article 32.4 (A) shall govern Contractor’s obligations with respect to

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subcontracts, and no additional rights shall arise, for example, because Intellectual Property of Contractor is defined to include Intellectual Property of subcontractors and other third parties.

B. Purchaser shall, unless otherwise authorized or directed in writing by Contractor, to the extent necessary to fulfill its obligations under Article 32.2 and Article 32.3 hereof, use reasonable efforts as practical to include in each applicable third party and/or related party agreement a license rights clause pursuant to which each such party will grant to Contractor (through Purchaser) license rights in Intellectual Property within the scope of the licenses granted by Purchaser under Article 32.2 and Article 32.3, which Intellectual Property is developed by such party, and all associated Intellectual Property Rights therein, to the same extent as the license rights granted by Purchaser in this Article 32. Notwithstanding any other provision of this Contract, this Article 32.4 (B) shall govern Purchaser’s obligations with respect to third party and/or related party agreements, and no additional rights shall arise, for example, because Intellectual Property of Purchaser is defined to include Intellectual Property of third parties.

C. Upon execution of the subcontract with the GBBF Subsystem supplier, Contractor shall provide Purchaser with copies of all provisions and terms regarding Intellectual Property and will also furnish Purchaser with any amendments pertaining thereto (and shall not amend such provisions to the detriment of Purchaser without Purchaser’s written consent).

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32.5 No Limitation on Deliverable Items .

This Article 32 shall not be construed as limiting any right of Purchaser otherwise contained herein or at law (or any obligation of Contractor to grant Purchaser the right), subject to compliance with applicable laws and with no payment of additional compensation to use, have used, deliver, lease, sell, or otherwise dispose of the Satellite, the GBBF Network, the Space Segment or other Deliverable Item of hardware or any part thereof. Without limitation, the Parties agree that Purchaser shall be entitled to sublicense to any purchaser or lessee of a Deliverable Item from Purchaser a sublicense of the license and rights under Article 32.2.1 to use, reproduce and modify Contractor Space Segment Intellectual Property incorporated into a Deliverable Item for the sole and exclusive purpose of testing, operating, repairing and/or maintaining such Deliverable Item.

32.6 [*]

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ARTICLE 33- PUBLIC RELEASE OF INFORMATION

33.1 Generally .

Each Party shall obtain the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed, concerning the content and timing of news releases, articles, brochures, advertisements, prepared speeches and other information releases concerning the Work performed or to be performed hereunder, within a reasonable time prior to the release of such information, except to the extent disclosure shall be required by law, which shall be subject to Article 31.4.

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ARTICLE 34- NOTICES

34.1 Written Notification .

Each notice or correspondence required or permitted to be given or made hereunder shall be in writing (except where oral notice is specifically authorized) to the respective addresses, facsimile and telephone numbers and to the attention of the individuals set forth below, and any such notice or correspondence shall be deemed given on the earlier to occur of (i) actual receipt, irrespective of whether sent by post, facsimile transmission (followed by mailing of the original copy), overnight courier or other method, and (ii) seven (7) days after mailing by registered or certified mail, return receipt requested, postage prepaid.

In the case of Purchaser:

ICO Satellite Management LLC

222 N. Sepulveda Boulevard

Suite 1770

El Segundo, CA 98033

Attn: Contract Manager

Telephone: [*]

Facsimile: [*]

With a copy to:

Davis Wright Tremaine, LLP

1501 4 ^th Avenue, Suite 2600

Seattle, WA 98101

Attn: [*]

Facsimile: (206) 628-7699

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In the case of Contractor:

Space Systems/Loral, Inc.
3825 Fabian Way, M/S G-44
Palo Alto, CA 94303-4697
[*]
Telephone No.:	[*]
Facsimile No.:	[*]

With a separately delivered copy to:
Space Systems/Loral, Inc. 3825 Fabian Way, M/S G-40 Palo Alto, CA 94303-4697
[*]
Telephone No.:	[*]
Facsimile No.:	[*]

34.2 Change of Address .

Either Party may from time to time change its notice address or the persons to be notified by giving the other Party written notice (as provided above) of such new information and the date upon which such change shall become effective.

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ARTICLE 35- RISK MANAGEMENT SERVICES

35.1 Purchaser Responsibility .

Purchaser may, at its election, procure a Launch and in-orbit insurance policy covering the risks of Launch and in-orbit failures with respect to partial loss, total loss, or constructive total loss of such Satellite (“Launch and In-Orbit Insurance Policy”).

IN NO EVENT SHALL PURCHASER DISCLOSE OR TRANSFER CONTRACTOR-PROVIDED TECHNICAL INFORMATION OR PROVIDE TECHNICAL SERVICES BASED ON CONTRACTOR-FURNISHED TECHNICAL INFORMATION TO NON-U.S. INSURANCE BROKERS OR UNDERWRITERS OR OTHER NON-U.S. PERSONS OR ENTITIES (AS DEFINED IN 22 CFR SECTION 120.15 AND SECTION 120.16, AS AMENDED) WITHOUT CONTRACTOR’S PRIOR WRITTEN APPROVAL AND, WHERE REQUIRED, PRIOR APPROVAL OF THE U.S. GOVERNMENT.

35.2 Contractor Support .

35.2.1 Insurance Procurement . Contractor shall provide customary and normal support to assist Purchaser in obtaining a Launch and In-Orbit Insurance Policy consisting of: (i) providing a comprehensive presentation package on the Satellite, suitable for presentation to the space insurance brokers and underwriters, (ii) supporting Purchaser with all necessary presentations (oral, written or otherwise), including attendance and participation in such presentations where requested by Purchaser, (iii) providing on a timely basis all reasonable and appropriate technical information, data and documentation, and (iv) providing documentation and answers to insurer and underwriter inquiries.

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35.2.1 Claims Support . Contractor shall cooperate with and provide reasonable support to Purchaser making and perfecting claims for insurance recovery and as to any legal proceeding as may be brought by Purchaser associated with any claim for insurance recovery. Such support shall consist of (i) the support described in Article 35.2.1, (ii) providing on-site inspections as required by Purchaser’s insurers and underwriters, (iii) participating in review sessions with a competent representative selected by the insurers and underwriters to discuss any continuing issue relating to such occurrence, including information conveyed to either Party, (iv) using its reasonable efforts to secure access for the insurers and underwriters to all information used in or resulting from any investigation or review of the cause or effects of such occurrence, (v) making available for inspection and copying all information necessary to establish the basis of a claim, and (vi) supporting Purchaser in establishing the basis of a total loss, constructive total loss and partial loss as those terms are defined in the Launch and In-Orbit Insurance Policy and provided Purchaser furnishes Contractor with the definitions of such terms. Notwithstanding Contractor’s specifying such basis, Purchaser shall make the final determination of whether a partial loss, constructive total loss or total loss under its Launch and In-Orbit Insurance Policy has occurred. For all claims that may arise on or before Acceptance of the Space Segment as provided in Article 10 hereof, such Contractor support shall be provided within the overall price of this Contract; thereafter, Contractor shall be entitled to reimbursement of Actual Costs reasonably incurred in connection with the provision of such support plus a mark-up of [*], to be invoiced and paid in accordance with Article 5.

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ARTICLE 36- ORDER OF PRECEDENCE

In the event of conflict among the terms of the Terms and Conditions (Preamble, Recitals, Articles 1 to 37 and Attachments A through D) of this Contract and the Exhibits, the following order of decreasing precedence shall apply:

Terms and Conditions		(Preamble, Recitals, Articles 1 through 37 and Attachments A through D)

Exhibit F		Payment Plan and Termination Liability Amounts

Exhibit A		Satellite Statement of Work

Exhibit B		Satellite Performance Specification

Exhibit G		Space Segment Statement of Work

Exhibit E		Space Segment Specification

Exhibit C		Product Assurance Program Plan

Exhibit D		Satellite Test Plan

Exhibit H		Space Segment Test Plan

Exhibit J		Ico Dss Sow andFunctional Requirements

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ARTICLE 37- GENERAL

37.1 Assignment .

37.1.1 General . Except as set forth herein, this Contract may not be assigned, either in whole or in part or by operation of law, by either Party without the express written approval of the other Party. The non-assigning Party shall provide its approval if in its reasonable judgment its rights under this Contract are not and would not be adversely affected thereby.

37.1.2 By Purchaser . Notwithstanding the foregoing, subject to applicable export control restrictions, Purchaser may assign or transfer this Contract or all its rights, duties, or obligations hereunder to (i) any Person provided that such Person has sufficient financial resources to fulfill Purchaser’s obligations under this Contract, and the net worth of such Person is not less than the net worth of Purchaser immediately prior to such transfer, or (ii) any or all Financing Entities in connection with obtaining financing for the payment of Contractor’s invoices and any and all other fees, charges or expenses payable under this Contract under any Financing Agreement: (iii) any Affiliate of Purchaser, or (iv) any Person who acquires (whether through acquisition, merger or other similar transaction), all or substantially all of the assets of Purchaser, provided in any case the assignee, transferee, or successor to Purchaser has expressly assumed in writing all the obligations of Purchaser and all terms and conditions applicable to Purchaser under this Contract.

37.1.3 By Contractor . Notwithstanding the foregoing, Contractor may assign or transfer this Contract or all of its rights, duties, or obligations hereunder (i) to any Affiliate of Contractor, or (ii) in connection with a sale, transfer, merger, or other reorganization affecting Contractor or its assets, provided in each such case pursuant to this Article 37.1.3: (a) such assignment or transfer does not have a material adverse effect on the assignee’s, transferee’s or successor to Contractor’s technical ability to fulfill its

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obligations under this Contract; (b) the net worth of the assignee, transferee or successor to Contractor is not less than the net worth of Contractor immediately prior to such assignment or transfer; (c) the assignee, transferee or successor to Contractor has expressly assumed in writing all the obligations of Contractor and all terms and conditions applicable to Contractor under this Contract; and (d) neither the assignee, transferee or successor to Contractor nor any Affiliate thereof is a competitor of Purchaser engaged or engaging in the business of satellite based delivery of mobile telephony.

37.1.4 Security Interests . Either Party, upon prior written notice to the other Party, may grant security interests in its rights hereunder to lenders that provide financing for the performance by such Party of its obligations under this Contract or for the subject matter hereof.

37.2 Binding Effect .

This Contract shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment of this Contract shall not relieve the assigning Party of any of its obligations nor confer upon the assigning Party any rights except as provided in this Contract.

37.3 Severability .

If any provision of this Contract is declared or found to be illegal, unenforceable or void, the Parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Contract is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

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37.4 Waiver of Breach of Contract .

A waiver of any provision or any breach of a provision of this Contract shall not be binding upon either Party unless the waiver is in writing, signed by a duly authorized representative of the Party to be bound, as applicable, and such waiver shall not affect the rights of the Party not in breach with respect to any other or future breach. No course of conduct by a Party shall constitute a waiver of any provision or any breach of a provision of this Contract unless a written waiver is executed in accordance with the provisions of this Article 37.4.

37.5 Amendments .

This Contract, including any and all its Schedules, Attachments, Annexes, Exhibits and Appendices, may not be modified except by written instrument of subsequent date signed by an officer of Contractor, or another person designated in writing by any such officer to sign such an instrument and a senior vice president of Purchaser, or another person designated in writing by any such Purchaser senior vice president to sign such an instrument.

37.6 Captions .

The captions contained herein are for purposes of convenience only and shall not affect the construction of this Contract.

37.7 Relationships of the Parties .

It is expressly understood that Contractor and Purchaser intend by this Contract to establish the relationship of independent contractors only, and do not intend to undertake the relationship of principal and agent or to create a joint venture or partnership or any other relationship, other than that of independent contractors, between them or their respective successors in interests. Neither Contractor nor Purchaser shall have any authority to create or assume, in the name or on behalf of the other Party, any obligation, expressed or implied, or to act or purport to act as the agent or the legally empowered representative of the other Party, for any purpose whatsoever.

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37.8 Entire Agreement .

This Contract, including all its Schedules, Attachments, Annexes, Exhibits and Appendices, represents the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations and agreements with respect to the subject matter hereof.

37.9 Standard of Conduct .

Both Parties agree that all their actions in carrying out the provisions of this Contract shall be in compliance with applicable laws and regulations and neither Party will pay or accept bribes, kickbacks or other illegal payments, or engage in unlawful conduct.

37.10 Construction .

This Contract, including all its Schedules, Attachments, Annexes, Exhibits and the Appendices have been drafted jointly by the Parties and in the event of any ambiguities in the language hereof, there shall be no inference drawn in favor of or against either Party.

37.11 Counterparts .

This Contract may be signed in any number of counterparts with the same effect as if the signature(s) on each counterpart were upon the same instrument.

37.12 Applicable Law .

This Contract shall be interpreted, construed and governed, and the rights of the Parties shall be determined, in all respects, according to the laws of the State of California, without reference to its conflicts of laws rules.

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37.13 Survival .

Termination or expiration of this Contract for any reason shall not release either Party from any liabilities or obligations set forth in this Contract that (i) the Parties have expressly agreed shall survive any such termination or expiration or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. Without limitation, the following provisions shall survive termination or expiration of the Contract: 19, 20, 30, 31, 32 and 37.

37.14 U.N. Convention on the International Sales of Goods .

The U.N. Convention on the International Sales of Goods shall not apply or otherwise have any legal effect with respect to this Contract.

37.15 No Third-Party Beneficiaries .

This Contract is entered into solely between, and may be enforced only by, Purchaser and Contractor and their permitted assigns, and this Contract shall not be deemed to create any rights in third parties, including suppliers, customers and owners of a Party, or to create any obligations of a Party to any such third parties.

37.16 Consents and Approvals .

Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under this Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Contract shall not relieve the other Party from responsibility for complying with the requirements of this Contract, nor shall it be construed as a waiver of any rights under this Contract, except as and to the extent otherwise expressly provided in such approval or consent.

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37.17 Mitigation and Good Faith .

Each Party shall have a duty to mitigate damages and to act in good faith.

37.18 Record Retention and Audit Rights .

Contractor and its subcontractors shall maintain books, records, documents and other evidence which sufficiently and properly reflects the accuracy of the costs assessed or charged directly or indirectly to Purchaser. In the event that Contractor’s costs shall be subject to bona fide inquiry (for example, under Articles 16, 21 and 23 hereof), Purchaser shall have the right to audit Contractor’s records provided that: (a) the scope of the audit shall be limited to matters relevant to the bona fide inquiry; (b) the audit shall be performed by a third party auditor reasonably satisfactory to Contractor; (c) all costs of the auditor shall be borne by Purchaser; and (d) Purchaser shall not be provided with confidential information (such as labor rates), which in any report to Purchaser shall be excluded or otherwise redacted.

37.19 Time is of the Essence .

Subject to the applicable remedies and procedures set forth in this Contract, the Parties agree that time is of the essence in the performance of this Contract.

37.20 [*]

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37.21 Representations .

Each Party hereby represents and warrants to the other:

(a) Such Party is an entity duly formed, validly existing and in good standing in its jurisdiction of formation, with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Contract.

(b) This Contract constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms.

(d) Neither the execution and delivery of this Contract nor the performance by the Party of its obligations hereunder: (i) contravene, conflict with, or result in a violation of (A) any provision of the organizational documents of the Party, (B) any resolution adopted by the board of directors or the stockholders or its equivalent of a Party; or (C) any contract or obligation of the Party; or (ii) require, other than in the case of licenses and permits referred to in Article 7, the consent of approval of any Person including, in the case of Contractor, the approval of the bankruptcy court.

169

IN WITNESS WHEREOF , the Parties have executed this Contract by their duly authorized officers as of the date set forth in the Preamble.

Space Systems/Loral, Inc.		ICO Satellite Management LLC

By:	By:

Name: Ron Haley		Name: Dennis Schmitt

Title: CFO		Title: Director/CFO

ATTACHMENT A

FORM OF INVOICE

[Date]]

ICO Satellite Management LLC

2300 Carillon Point

Kirkland, Washington, 98033

Attention :

RE :		Terms and conditions of the Amended and Restated Space Segment Contract, dated as of (as amended, supplemented or modified from time to time, the “ICO Satellite Contract”), between ICO SATELLITE MANAGEMENT LLC (“PURCHASER” OR “ICO”) and SPACE SYSTEMS/LORAL, INC. (“CONTRACTOR”)

Ladies and Gentlemen:

This Invoice is delivered to ICO pursuant to Article 5 of the ICO Space Segment Contract and constitutes Contractor’s request for payment in the amount of $ for Milestone No. / Time Payment No. .

Very truly yours,

SPACE SYSTEMS/LORAL, INC.

By:
Title:

Annex I to Attachment A

Form of Contractor Certificate

Reference: Milestone No. /Time Payment No.

[Date]

ICO Satellite Management LLC

2300 Carillon Point

Kirkland, Washington, 98033

Attention :	Treasurer

RE :		Terms and conditions of the Amended and Restated Space Segment Contract, dated as of between ICO SATELLITE MANAGEMENT LLC (“PURCHASER” OR “ICO”) and SPACE SYSTEMS/LORAL, INC. (“CONTRACTOR”) (as amended, supplemented or modified from time to time, the “ICO Space Segment Contract”)

Ladies and Gentlemen:

This Certificate is delivered to you pursuant to Article 5 of the terms and conditions of the ICO Space Segment Contract. Each capitalized term used herein and not otherwise defined shall have the meaning assigned thereto in the terms and conditions of the ICO Space Segment Contract.

We hereby certify, based on information and belief, that, as of the date hereof:

1. The ICO Space Segment Contract is in full force and effect and except as set forth in Schedule I hereto, has not been amended, supplemented or otherwise modified

2. Except as set forth in Schedule I hereto, no event or condition is known to exist that permits or requires us to cancel, suspend, or terminate our performance under the ICO Space Segment Contract or that could excuse us from liability for non-performance thereunder.

3. Except with respect to amounts that are the subject of a dispute or are overdue (such overdue amounts and such disputed amounts, if any, being described in reasonable detail in an attachment hereto), all amounts due and owing to us have been paid in full through the date of the immediately preceding Contractor Certificate or are not overdue.

A-I-1

4. a. The amount contained in the invoice delivered to you concurrently herewith in accordance with the terms of Article 5 of the terms and conditions of the ICO Space Segment Contract represents monies owed to us in respect of Milestone No. /Time Payment No. .

b. The amount referred to in paragraph (a) above was computed in accordance with the terms of the ICO Space Segment Contract.

c. The Milestone to which Milestone No. relates has been completed in accordance with the ICO Space Segment Contract.

Very truly yours,

SPACE SYSTEMS/LORAL, INC.

By:
Title:

A-I-2

SCHEDULE I TO

ANNEX I TO ATTACHMENT A

List of Exceptions:

Amendments to ICO Space Segment Contract:

Exceptions Affecting Final Acceptance Date:

Exceptions Affecting Contractor’s Performance:

A-I-1

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ATTACHMENT B KEY PERSONNEL

Key Personnel Position		Individual
Program Manager		[*]
Spacecraft Engineering Manager		[*]
Payload Program Manager		[*]
Assembly, Integration and Testing Manager		[*]
Space Segment Manager		[*]
Space Segment Technical Lead		[*]

A-I-2

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ATTACHMENT C

GBBF - UNIQUE COMPONENTS AND FUNCTIONS ON BOARD THE SATELLITE

[*]

A-I-3

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ATTACHMENT D

[*]

A-I-4

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

A-I-5

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

A-I-6

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

[*]

A-I-7

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED.

ATTACHMENT E

MAJOR SUBCONTRACTS LIST
[*]

Item		Subcontractor
[*]

Suppliers on this list approved for use as Major Subcontractors or as replacement Subcontractors for the ICO Program for the respective items contained in this list.

A-I-8

EXHIBIT A

ICO 2 GHz GEO SATELLITE
STATEMENT OF WORK

Confidential Treatment of This Entire Exhibit Has Been Requested, and the Text Has Been Submitted to the Commission.

EXHIBIT B

ICO 2-GHz GEO SATELLITE
PERFORMANCE SPECIFICATION

Confidential treatment of this entire Exhibit has been requested, and the text has been submitted to the Commission.

EXHIBIT C

COMMERCIAL PROGRAMS PRODUCT ASSURANCE PLAN

Entire Exhibit Redacted pursuant to
U.S. International Traffic in Arms Regulation (ITAR),
22 CFR 120-130

EXHIBIT D

ICO 2-GHz GEO SATELLITE

TEST PLAN

Entire Exhibit Redacted pursuant to U.S. International Traffic in Arms Regulation (ITAR), 22 CFR 120-130

EXHIBIT E

ICO SPACE SEGMENT PERFORMANCE
SPECIFICATION

Confidential Treatment of This Entire Exhibit Has Been Requested, and the Text Has Been Submitted to the Commission

EXHIBIT F

ICO SATELLITE

PAYMENT PLAN AND TERMINATION

LIABILITY AMOUNTS

[*]

Prepared for:
ICO Satellite Management LLC
2300 Carillon Point	[*]
Kirkland, Washington 98033	ICO Satellite Management LLC Approval Signature & Date


Prepared by:
Space Systems/Loral
3825 Fabian Way	[*]
Palo Alto, California 94303-4201	Space Systems/Loral Approval Signature & Date

This document contains data and information proprietary to Space Systems/Lord, Inc., and ICO Satellite Management LLC. This data is being furnished pursuant to the provisions of the ICO Satellite Purchase Contract. The ICO Satellite Management LLC customer shall have the right to duplicate, use or disclose the data to the extent specified in the Purchase Contract.

Exhibit F: Payment Plan and Termination Liability Amounts

ICO 2 GHz GEO Satellite

Payment Plan

Confidential Treatment of This Entire Exhibit Has Been Requested, and the Text Has Been Submitted to the Commission

EXHIBIT G

ICO Space Segment

STATEMENT OF WORK

Confidential Treatment of This Entire Exhibit Has Been Requested, and the Text Has Been Submitted to the Commission

EXHIBIT H

ICO Space Segment Test Plan

Entire Exhibit Redacted pursuant to U.S. International Traffic in Arms Regulation (ITAR), 22 CFR 120-130

EXHIBIT J

ICO DSS SOW and FUNCTIONAL REQUIREMENTS

Entire Exhibit Redacted pursuant to U.S. International Traffic in Arms Regulation (ITAR), 22 CFR 120-130

Exhibit 10.2

EXECUTION COPY

LAUNCH SERVICES CONTRACT

BETWEEN

ICO SATELLITE SERVICES GP

AND

LOCKHEED MARTIN

COMMERCIAL LAUNCH SERVICES, INC.

ICO/LMCLS PROPRIETARY

TABLE OF CONTENTS

ARTICLE 1 — DEFINITIONS		4
ARTICLE 2 — CONTRACTUAL DOCUMENTS		9
ARTICLE 3 — LAUNCH SERVICE AND LAUNCH PRICE		9
ARTICLE 4 — PAYMENTS		10
ARTICLE 5 — LAUNCH SCHEDULE		12
ARTICLE 6 — LAUNCH POSTPONEMENTS		14
ARTICLE 7 — OBLIGATIONS BEFORE AND AFTER LAUNCH		16
ARTICLE 8 — COMMUNICATION BETWEEN LAUNCH PROVIDER AND ICO		17
ARTICLE 9 — PERMITS, APPROVALS AND COMPLIANCE WITH UNITED STATES GOVERNMENT REQUIREMENTS		18
ARTICLE 10 — TITLE TO PROPERTY		20
ARTICLE 11 — LAUNCH RISK PROTECTION		20
ARTICLE 12 — REPLACEMENT LAUNCH		21
ARTICLE 13 — TERMINATION		23
ARTICLE 14 — EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS		27
ARTICLE 15 — INSURANCE		34
ARTICLE 16 — CONFIDENTIAL INFORMATION		35
ARTICLE 17 — RIGHTS TO INVENTIONS AND DATA		35
ARTICLE 18 — CHANGES		35
ARTICLE 19 — ASSIGNMENT		37
ARTICLE 20 — PUBLIC RELEASE OF INFORMATION		37
ARTICLE 21 — DISPUTE SETTLEMENT		37
ARTICLE 22 — APPLICABLE LAW		39
ARTICLE 23 — SEVERABILITY		39
ARTICLE 24 — WAIVERS		39
ARTICLE 25 — APPROVAL; INTERNAL AUTHORIZATION		39
ARTICLE 26 — COOPERATION ON INSURANCE AND REGULATORY MATTERS		39
ARTICLE 27 — RULES OF CONSTRUCTION		40
ARTICLE 28 — ENTIRE UNDERSTANDING BETWEEN THE PARTIES		40
ARTICLE 29 — KEY PERSONNEL		40

Exhibit A — Statement of Work
Exhibit B — Interface Control Document
Exhibit C — Mutual Non-Disclosure Agreement
Exhibit D — Launch Risk Protection

LAUNCH SERVICES CONTRACT

This launch services contract is made and entered into as of March [10], 2006 by and between ICO Satellite Services GP, a general partnership organized under the laws of the State of Delaware (“ ICO ”), and Lockheed Martin Commercial Launch Services, Inc., a corporation organized under the laws of the State of Delaware (“ Launch Provider ”).

ARTICLE 1 — DEFINITIONS

The terms used in the Contract shall have the following definitions:

1.1		Affiliate means, with respect to any person, each person that controls, is controlled by or is under common control with such person. For the purpose of this definition, “control” of a person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

1.2		Business Day means any day other than the following: a Saturday, Sunday and any other Legal Bank Holiday.

1.3		Change Request shall have the meaning ascribed to that term in Article 18.1.1.

1.4		Compromise Schedule shall have the meaning ascribed to that term in Article 6.1.

1.5		Confidential Information shall have the meaning ascribed to that term in the NDA.

1.6		Contract shall have the meaning ascribed to that term in Article 2.1

1.7		CSLA means the Commercial Space Launch Act, 49 U.S.C. Sections 70101 -70119.

1.8		Day or day means a calendar day unless otherwise indicated.

1.9		Delivering Party shall have the meaning ascribed to that term in Article 7.1.1.

1.10		EDOE means the date the amendment described in Article 12.1.3 is executed by the Parties.

1.11		Effective Date of Contract or “EDC” means March [ 10 ], 2006.

1.12		Escalation Fee shall have the meaning ascribed to that term in Article 3.3 .

1.13		Escalation Fee Damages shall have the meaning ascribed to that term in Article 13.1.1.

1.14		Failure means with respect to the Replacement Launch, any loss of operational capacity or expected lifetime of the Spacecraft.

1.15		General Provisions means all articles of this launch services contract.

1.16		ICO Proposed Revised Schedule shall have the meaning ascribed to that term in Article 6.1.

1.17		Insured Launch Activities means (i) the activities carried out by either Party or the Related Third Parties of either Party in accordance with the terms of this Contract and the launch license to be issued under the CSLA to Launch Provider by the Office of the Associate Administrator for Commercial Space Transportation (or any successor agency thereto) to conduct the Launch Service at the Launch Site, including transportation of the Spacecraft between the various locations of the Launch Site, (ii) the use by Launch Provider of United States Government launch facilities at the Launch Site, (iii) activities carried out by the United States Government at the Launch Site relating to the conduct of Launch Service, and (iv) the Launch from the Launch Site.

1.18		Intentional Ignition means, with respect to the Launch Vehicle, the point in time during the launch countdown when the engine start command is issued, causing the start bottle to be pressurized and hypergols to enter the chamber.

1.19		Interface Control Document or “ICD” means the document referred to in the Statement of Work and to be attached as Exhibit B to this Contract upon mutual approval of the Parties that defines in detail the interfaces between the Spacecraft system (including support equipment as relevant) and the Launch Vehicle system (including facilities and support equipment as relevant) for the specific mission.

1.20		L means the first day of the then-current Launch Period, Launch Slot or Launch Day related to the Launch Service, whichever has been most recently established.

1.21		Launch means Intentional Ignition followed by either (i) release of the Launch Vehicle from the launcher hold down restraints for the purpose of lift-off, or (ii) total loss or destruction of the Spacecraft or Launch Vehicle.

1.22		Launch Day means the Day within the then-current Launch Slot established for the Launch pursuant to Article 5, LAUNCH SCHEDULE, as may be subsequently modified pursuant to Article 6, LAUNCH POSTPONEMENTS, on which the Launch is scheduled to occur.

1.23		Launch Matters shall have the meaning ascribed to that term in Article 26.2.

1 . 24		Launch Opportunity means an adequate time period during which Launch Provider, in its reasonable judgment, may provide the Launch Service for ICO, taking into account all relevant conditions necessary for the Launch of the Spacecraft during such time period, which include, without limitation, contractual commitments to other customers, maintenance of appropriate clearance times between flights, hardware and range availability and requirements of the United States Government, as applicable, for range support.

1.25		Launch Period means the period of days originally established pursuant to Article 5, LAUNCH SCHEDULE, as may be subsequently modified pursuant to Article 5.2

		or Article 6, LAUNCH POSTPONEMENTS, during which the Launch is scheduled to occur.

1.26		Launch Price means the price specified in Article 3.2, subject to any revisions to such price pursuant to Article 18, CHANGES.

1.27		Launch Ready Spacecraft means, with respect to the Spacecraft, ICO has determined that the Spacecraft is ready for delivery to the Launch Site.

1.28		Launch Schedule means the then-current Launch Period, Launch Slot or Launch Day, whichever has been most recently established.

1.29		Launch Service(s) means the services to be provided by Launch Provider under this Contract.

1.30		Launch Site means (i) the Spacecraft processing facilities that the Parties utilize at or near Cape Canaveral Air Station, Florida, (ii) the launch processing facilities utilized by Launch Provider and located at or near Cape Canaveral Air Station, Florida, and (iii) any other facilities, including the launch pad, used for the Launch and located at or near Cape Canaveral Air Station, Florida.

1.31		Launch Slot means a thirty (30) day period of time within the then-current Launch Period established pursuant to Article 5, LAUNCH SCHEDULE, as may be subsequently modified pursuant to Article 6, LAUNCH POSTPONEMENTS, during which the Launch is scheduled to occur.

1.32		Launch Vehicle means the Atlas V 421 XEPF launch vehicle system to be used by Launch Provider for the Launch of the Spacecraft.

1.33		Legal Bank Holiday means any day on which national banks are authorized to be closed in New York City, New York, USA.

1.34		LP Proposed Revised Schedule shall have the meaning ascribed to that term in Article 6.2.

1.35		LP Request shall have the meaning ascribed to that term in Article 18.2.1.

1.36		LRP Fee shall have the meaning ascribed to that term in Article 11, LAUNCH RISK PROTECTION.

1.37		LRP Option shall have the meaning ascribed to that term in Article 11, LAUNCH RISK PROTECTION.

1.38		LRP Protection shall have the meaning ascribed to that term in Article 11, LAUNCH RISK PROTECTION.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

1.39		NDA means the Mutual Non-Disclosure Agreement between ICO and Launch Provider, effective November 9, 2005, which is attached to this Contract as Exhibit C.

1.40		New Spacecraft Type means with respect to the Replacement Launch, any spacecraft that is not a Prior Spacecraft Type.

1.41		Party or Parties means Launch Provider or ICO, or both, depending on the context.

1.42		Post-Launch Services means the reports and range services as defined in the Statement of Work that are to be provided by Launch Provider to ICO after Launch.

1.43		Postponement Fees shall have the meaning ascribed to such term in Article 6.4.

1.44		Prior Spacecraft Type means (i) commercially available spacecraft from the following manufacturers: [*]; and (ii) any other type or class of spacecraft that, at the time that ICO designates a spacecraft for the Replacement Launch, Launch Provider (A) has previously integrated with the Atlas launch vehicle selected by ICO, (B) is scheduled to integrate prior to the Replacement Launch with the Atlas launch vehicle selected by ICO, or (C) is already contracted to be integrated with the Atlas launch vehicle selected by ICO.

1.45		Recipient shall have the meaning ascribed to that term in Article 7.1.1.

1.46		Related Third Parties means (i) the Parties’ directors, officers, agents employees and customers; (ii) the Parties’ contractors, subcontractors and suppliers at any tier involved directly or indirectly in the performance of this Contract, and their directors, officers, agents and employees; (iii) entities involved with Spacecraft processing or other activities in the Spacecraft processing facilities, including the contractor providing the Spacecraft processing facilities, other customers of the Spacecraft processing facilities contractor, and all employees and contractors of those contractors and customers; (iv) parties having any right, title or interest, whether through sale, lease or service arrangement or otherwise, directly or indirectly, in the Spacecraft or any portion thereof, the Launch Vehicle or the Launch Service; (v) any party with a financial interest in Launch Provider, ICO or any Affiliate of Launch Provider or ICO; and (vi) any Affiliate of ICO or Launch Provider.

1.47		Removal Fee Damages shall have the meaning ascribed to that term in Article 13.1.1.

1.48		Replacement Launch shall have the meaning ascribed to that term in Article 12.1.

1.49		Replacement Launch Notice shall have the meaning ascribed to that term in Article 12.1.1.

1.50		Replacement Launch Price shall have the meaning ascribed to that term in Article 12.1.4.

1.51		Revision shall have the meaning ascribed to that term in Article 18.1.2.

1 . 52		Spacecraft means the payload hardware to be supplied by ICO for Launch by Launch Provider pursuant to the Contract.

1.53		Spacecraft Manufacturer means Space Systems/Loral, Inc., which shall produce the Spacecraft for ICO.

1.54		Statement of Work means the statement of work attached as Exhibit A, dated March 8, 2006, as the same may be amended from time to time in accordance with the Contract.

1.55		Taxes shall have the meaning ascribed to that term in Article 4.6.

1.56		Terminated Ignition means Intentional Ignition not followed by Launch.

1.57		Termination Damages shall have the meaning ascribed to that term in Article 13.1.1.

1.58		Termination Date means the later of (i) the termination date specified in the written notice of termination provided by the terminating Party, or (ii) the date that such notice of termination is deemed effective under Article 8, COMMUNICATION BETWEEN LAUNCH PROVIDER AND ICO.

1.59		Termination Amount means with respect to any termination of this Contract by ICO pursuant to Article 13.1.1 or by Launch Provider pursuant to Article 13.2.2, the amount associated with the Termination Schedule Date in the Termination Schedule as specified in Article 13.1.1 or with respect to the Replacement Launch, as specified in Article 12.1.7.

1.60		Termination Schedule Date means with respect to any termination of this Contract by ICO pursuant to Article 13.1.1 or by Launch Provider pursuant to Article 13.2.2, a specific point of time listed in the Termination Schedule set forth in Article 13.1.1 or with respect to the Replacement Launch, in Article 12.1.7.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

1.61		Termination Schedule means the schedule specifying each Termination Schedule Date and the related Termination Amounts, as set forth in Article 13.1.1 and with respect to the Replacement Launch, in Article 12.1.7.

1.62		Third Party means any individual or legal entity other than (i) the Parties, (ii) the Related Third Parties, and (iii) the United States Government and its agencies, contractors or subcontractors involved in the Launch Service.

ARTICLE 2 — CONTRACTUAL DOCUMENTS

2.1 The “ Contract ” shall be the following documents:

2.1.1		the General Provisions,

2.1.2		Exhibit A, the Statement of Work,

2.1.3		Exhibit B, the Interface Control Document (once executed and delivered by the Parties and the Spacecraft Manufacturer),

2.1.4		Exhibit C, the NDA, and

2.1.5		Exhibit D, Launch Risk Protection.

2.2 In the event of conflict between any of the items that comprise the Contract, the following order of precedence shall prevail: (i) the General Provisions and Exhibit D, Launch Risk Protection (provided that the terms of Exhibit D, Launch Risk Protection, shall only apply to the LRP Option available under Article 11, LAUNCH RISK PROTECTION, and shall not be used for the interpretation of any of the other articles of the General Provisions), (ii) the Interface Control Document, and (iii) the Statement of Work.

ART1CLE 3 — LAUNCH SERVICE AND LAUNCH PRICE

3.1 Launch Provider shall provide to ICO one (1) Launch Service for the Spacecraft using the Launch Vehicle and the Launch Site facilities in accordance with this Contract. The Launch Vehicle shall deliver the mission performance as specified in the Statement of Work. Except for Post-Launch Services, the Launch Service provided under the Contract shall be deemed complete upon Launch. A Launch shall not be deemed complete in the event of a Terminated Ignition.

3.2 The total Launch Price to be paid for the Launch Service is [*].

3.3 If the aggregate length of postponements of the Launch Schedule by ICO under Article 6.1 exceeds [*] then ICO shall pay an additional fee (the “ Escalation Fee ”) in the amount of [*] for each day of postponement by ICO

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

in excess of [*] of postponement for which ICO has not previously paid and an Escalation Fee is due and payable. For the avoidance of doubt, aggregate length of postponements of the Launch Schedule by ICO under Article 6.1 shall be measured in accordance with Article 6.3.

3.4 In the event ICO postpones the Launch Schedule pursuant to Article 6.1 and Launch Provider must remove the Launch Vehicle or part thereof from the vehicle integration facility or the launch pad, ICO will pay the actual and reasonable costs incurred by Launch Provider for such effort, including, without limitation, to remove, place and maintain in storage the Launch Vehicle, re-process the Launch Vehicle and Spacecraft, and to re-integrate the Spacecraft; provided that (i) in no event shall ICO’s liability for such costs exceed [*], and (ii) Launch Provider shall not begin the assembly of the booster on-stand operation for the Launch Service before the Launch Day has been selected pursuant to Article 5.4.

ARTICLE 4 — PAYMENTS

4.1 All payments shall be made in U.S. Dollars. ICO shall pay the Launch Price in accordance with the following schedule, as such schedule may be amended or revised pursuant to this Contract:

[*]

[*] In the event Launch Provider postpones the Launch Schedule for the Launch Service pursuant to Article 6.2, all payments under this Article 4.1 which have not already been paid shall be suspended on a day-for-day basis for the length of the postponement and then resumed with all remaining payments postponed by the length of the postponement.

4.2 Payment of the Launch Price and the Escalation Fees shall be as follows:

4.2.1 Launch Provider shall submit an invoice to ICO pursuant to Article 8, COMMUNICATION BETWEEN LAUNCH PROVIDER AND ICO, for the amount due on EDC after the execution of the Contract by both Parties, and ICO shall pay such invoice within thirty (30) days of the receipt thereof. With respect to any payment of the Launch Price owed by ICO other than

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

such amount owed based on EDC, Launch Provider shall submit an invoice to ICO thirty (30) days in advance of the scheduled payment due date in accordance with Article 4.1, and ICO shall pay such invoice on the later of (i) the due date for such invoice, or (ii) thirty (30) days after receipt of such invoice. If the due date for any payment falls on a Saturday, Sunday, or Legal Bank Holiday, payment shall be due on the following Business Day. [*] Postponement of the Launch caused by ICO’s failure to make timely payment pursuant to the preceding sentence shall be a postponement attributable to ICO under Article 6.1. [*]

4.2.2 Any Escalation Fees that are due under Article 3.3 shall be divided evenly over the remaining payments of the Launch Price specified in Article 4.1 and invoiced and paid at the same time as the Launch Price payment. If ICO further postpones the Launch Schedule after [*] has been submitted and Escalation Fees are due pursuant to Article 3.3, such Escalation Fees shall be due within thirty (30) days of receipt of Launch Provider’s invoice prepared in accordance with this Contract.

4.3 Except for the payments made by ICO pursuant to Article 4.1 and Article 4.2, payments to Launch Provider pursuant to this Contract shall be due within thirty (30) days of receipt of Launch Provider’s invoice prepared in accordance with this Contract. Payment to ICO shall be to the account designated in writing by ICO and shall be due within thirty (30) days of receipt of ICO’s invoice prepared in accordance with this Contract.

4.4 All payments under this Contract shall be made by electronic bank transfer and shall not be reduced by any wire transfer fee, bank processing fee, or other fee pertaining to the rendering of payment. Subject to the terms of this Contract, payments shall be in the amount specified in the invoice and be made pursuant to the instructions contained in the invoice.

Payment to Launch Provider shall be wire transferred to:

Lockheed Martin Commercial Launch Services, Inc.

Citibank N.A.

[*]

ABA [*]

Acct [*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

Payment shall be deemed to have been made when credit for the due and payable amount has been established in the payee’s designated bank account.

4.5 In the event payment has not been received by the payee by the due date, or has been received in part only, the payor shall pay the payee interest on any unpaid amount based on the interest rate charged by Citibank of New York City to its preferred customers [*] per annum or, if such amount is higher than the highest permissible interest rate allowed under applicable law. the payor shall pay the payee interest based on the highest permissible interest rate allowed under applicable law. Notwithstanding anything herein to the contrary, other than payments scheduled to be made by ICO in accordance with the terms of the Contract, any amount which is the subject of a bona fide dispute shall not be considered due and payable until the dispute is resolved in accordance with Article 21, DISPUTE RESOLUTION.

4.6 The Launch Price and other fees payable by ICO pursuant to this Contract include all taxes, duties and other levies (“ Taxes ”) imposed by the governments of the United States or any other nation, and/or any political subdivision of any of the foregoing on any services or materials furnished or arranged by or on behalf of Launch Provider; but exclude any Taxes that may be imposed by the governments of the United States or any other nation, and/or any political subdivision of any of the foregoing on the Spacecraft, support equipment, or material used in the transportation of the Spacecraft or support equipment (unless such equipment or material has been furnished or arranged by or on behalf of Launch Provider). Any Taxes imposed on the Spacecraft, support equipment, or material used in the transportation of the Spacecraft or support equipment that become the obligation of Launch Provider to pay, will be reimbursed by ICO to Launch Provider within thirty (30) days of the receipt of Launch Provider’s request and invoice for payment with appropriate documentation; provided, that Launch Provider shall cooperate with ICO in any good faith contest or challenges by ICO of such Taxes.

ARTICLE 5 — LAUNCH SCHEDULE

5.1 The Launch of the Spacecraft shall be in accordance with the following Launch Schedule, as subsequently modified by the Parties in accordance with this Contract:

Launch Period

[*]

5.2 The Launch Period shall be for the duration indicated in Article 5.1 above; provided, however, [*].

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

5.3 ICO shall request a Launch Slot in writing at least [*] to the first day of the then-established Launch Period. Launch Provider shall use commercially reasonable efforts to provide ICO with its requested Launch Slot. Within fifteen (15) days of the receipt of the written request for Launch Slot, Launch Provider shall either inform ICO that a Launch Opportunity is available for the Launch Slot as requested or if a Launch Opportunity is not available for the requested Launch Slot, Launch Provider shall recommend an alternative Launch Slot and agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting with Launch Provider. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities within [*] and after the Launch Slot that ICO requested. The Launch Slot shall be determined by [*] of the Parties on or before [*] to the first day of the then-established Launch Period based on the availability of Launch Opportunities. If the [*] on the selection of a Launch Slot, ICO shall be assigned the first available Launch Slot for which there is a Launch Opportunity after the Launch Slot initially requested by ICO; provided that the period of time between the Launch Slot initially requested by ICO and the first available Launch Slot for which there is a Launch Opportunity after such Launch Slot initially requested by ICO shall not constitute a postponement requested by ICO or Launch Provider under Article 6.1 or Article 6.2, respectively.

5.4 Launch Provider shall propose a Launch Day in writing at least [*] prior to the first day of the then-established Launch Slot. Within seven (7) days of the receipt of the written recommendation of a Launch Day, ICO shall agree to such Launch Day or shall agree to meet (either in person or telephonically) with Launch Provider at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting with Launch Provider. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the recommended Launch Day. The Launch Day shall be determined by [*] on or before [*] prior to the first day of the established Launch Slot based on the availability of Launch Opportunities. Launch Provider shall use commercially reasonable efforts to provide ICO with the Launch Day it requests. If the [*] on the selection of a Launch Day, ICO shall be assigned the first available Launch Day for which there is a Launch Opportunity after the Launch Day requested by ICO in such meeting; provided that the period of time between the Launch Day requested by ICO and the first available Launch Day for which there is a Launch Opportunity after such Launch Day requested by ICO shall not constitute a postponement requested by ICO or Launch Provider under Article 6.1 or Article 6.2, respectively.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

5.5 Throughout the duration of this Contract, Launch Provider shall provide monthly status reports to ICO of [*] for the time period that is [*] before and [*] after the Launch Schedule. In addition, if Launch Provider obtains information regarding [*] between the provision of monthly status reports, Launch Provider shall promptly provide such information to ICO.

5.6 ICO shall notify Launch Provider of the scheduled delivery of the Launch Ready Spacecraft to the Launch Site not less than ten (10) days prior to the scheduled delivery.

ARTICLE 6 — LAUNCH POSTPONEMENTS

6.1 ICO may request a postponement to the Launch Schedule by providing written notice to Launch Provider of the desired change of the Launch Schedule. ICO shall request a postponement in writing as soon as ICO knows that ICO will not be able to maintain the Launch Schedule. At the time of the request for such postponement, ICO shall propose a new Launch Schedule (“ ICO Proposed Revised Schedule ”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, Launch Provider shall either inform ICO that a Launch Opportunity is available for the requested ICO Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with ICO at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the ICO Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] for which there is a Launch Opportunity (“ Compromise Schedule ”), and [*] such Compromise Schedule. If the Compromise Schedule is after the ICO Proposed Revised Schedule, the period of time between the first day of the ICO Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by ICO pursuant to this Article 6.1 or Launch Provider pursuant to Article 6.2.

6.2 Launch Provider shall request a postponement in writing to ICO as soon as Launch Provider knows that Launch Provider will not be able to maintain the current Launch Schedule. At the time of the request for such postponement, Launch Provider will provide ICO with a reasonably detailed explanation of the reason for such postponement and a proposed new Launch Schedule (“ LP Proposed Revised Schedule ”). Within fifteen (15) days of the receipt of the written request for a Launch Schedule change, ICO will either accept the LP Proposed Revised Schedule or shall agree to meet (either in person or telephonically) with Launch Provider at a

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities, both prior to and after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall use commercially reasonable efforts to provide a Launch Schedule to Launch the Spacecraft as soon as possible after it becomes a Launch Ready Spacecraft. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1.

6.3 The length of each postponement attributable to either ICO under Article 6.1 or Launch Provider under Article 6.2 shall be measured from the first day of the then-current Launch Schedule to the first day of the Launch Schedule proposed by the postponing Party. The selection of a Launch Slot or Launch Day, as applicable, for a postponed Launch Schedule shall not be considered a postponement attributable to either Party. The total amount of postponement days attributable to ICO shall be the sum of all days of postponement attributed to ICO and the total amount of postponement days attributable Launch Provider shall be the sum of all days of postponement attributed to Launch Provider, and calculated in accordance with this Article 6.3. With respect to conversion of days of postponement to months of postponement under this Contract, thirty (30) days of postponement will equal one (1) month of postponement.

6.4 In the event that postponements attributable to Launch Provider under Article 6.2, including postponements under Article 7.1.2 caused by Launch Provider’s failure to meet its obligations under ARTICLE 7, OBLIGATIONS BEFORE AND AFTER LAUNCH, exceed [*] in the aggregate, then Launch Provider shall pay postponement fees (collectively, “ Postponement Fees ”) as provided in this Article 6.4. Launch Provider shall be assessed a Postponement Fee for each such day of postponement attributable to the Launch Provider in excess of [*] at the [*] per day, up to a maximum aggregate fee of [*] for the Launch Service. Postponement Fees shall be deemed as liquidated damages and not as a penalty. Both ICO and Launch Provider agree that the Postponement Fees represent (a) a knowing and considered allocation of ICO’s risks, (b) ICO’s reasonable assessment of the potential future actual damages related to this Contract and (c) fair compensation for ICO relative to a potential postponement hereunder. Except as otherwise expressly provided in this Contract (including, without limitation, as provided in Article 13, TERMINATION, and Article 4, PAYMENTS), Postponement Fees shall be the sole remedy available to ICO for any and all impacts associated with a postponement or cumulative postponement of the Launch.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

6.5 In the event of a launch failure of any Atlas launch vehicle immediately preceding the Launch Service, ICO may postpone the Launch Schedule in order not to be [*] for the Atlas launch vehicle. Within fifteen (15) days of such postponement, Launch Provider shall provide a LP Proposed Revised Schedule that identifies the first Launch Opportunity for which ICO is not the [*] for the Atlas launch vehicle. Within fifteen (15) days of the receipt of such LP Proposed Revised Schedule, ICO shall either accept the LP Proposed Revised Schedule or the Parties shall agree to meet (either in person or telephonically) at a mutually agreeable time, provided that such meeting shall take place within seven (7) days of Launch Provider’s receipt of ICO’s written request for a meeting. Prior to such meeting, Launch Provider shall inform ICO, in writing, of all available Launch Opportunities after the LP Proposed Revised Schedule, and, in any event, Launch Provider shall not require ICO’s Launch to be [*] for the Atlas launch vehicle. At such meeting or as soon as practicable thereafter, [*] a Compromise Schedule, and [*] such Compromise Schedule. If the Compromise Schedule is after the LP Proposed Revised Schedule, the period of time between the first day of the LP Proposed Revised Schedule and the first day of the Compromise Schedule shall not be deemed a postponement by Launch Provider pursuant to this Article 6.2 or by ICO pursuant to Article 6.1.

ARTICLE 7 — OBLIGATIONS BEFORE AND AFTER LAUNCH

7.1 Launch Provider shall provide to ICO and ICO shall provide to Launch Provider the data, hardware and services identified in the Statement of Work according to the schedules provided therein. The data, hardware and services shall be received in a condition suitable for their intended use as defined by the requirements of the Statement of Work. In the event that the data, hardware or services are not received according to their schedule or requirements, and the non-availability will affect the Launch Schedule, the following procedures shall apply:

7.1.1 The Party receiving or failing to receive the data, hardware or services (the “ Recipient ”) shall promptly provide the Party obligated to deliver such data, hardware or services (the “ Delivering Party ”) with written notice that includes a statement of the discrepancy and recommended solutions. The Delivering Party shall consider the recommendations of the Recipient and shall provide the Recipient written direction about how to proceed within seven (7) days of the receipt of notice.

7.1.2 The Recipient shall use commercially reasonable efforts to continue its obligations under the Contract without affecting the Launch Schedule, and the Parties shall discuss measures to mitigate the delay caused by the failure to deliver the data, hardware or services. If, however, the Recipient is unable, despite its commercially reasonable efforts, to continue its obligations under the Contract without affecting the Launch Schedule and,

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

as a result of the failure of the Delivering Party to deliver the data, hardware or services, the Launch Service cannot be performed within the Launch Schedule, then the Delivering Party shall request a postponement of the Launch Schedule pursuant to Article 6.1 or Article 6.2, as applicable; provided, however, that the number of days of postponement attributable to the Delivering Party shall not exceed the number of days after the scheduled delivery date of the data, hardware or services that the Delivering Party delivers such data, hardware or services.

7.2 Launch Provider shall perform the Post-Launch Services for the Launch Service and provide ICO with access to and use of the data and other reports regarding the Launch Service specified in the Statement of Work.

ARTICLE 8 — COMMUNICATION BETWEEN LAUNCH PROVIDER AND ICO

8.1 All notices and communications between the Parties that are required or permitted under the Contract, in order to be given effect, shall be in writing and shall be addressed as listed below; provided that each Party may change its address and contact information by written notice to the other Party. A notice shall be deemed effective upon (i) acknowledgement of receipt (electronically or otherwise) if sent by facsimile (or, if acknowledged electronically after normal business hours, then upon the next succeeding commencement of normal business hours) or (ii) actual receipt if delivered in person, by reputable overnight delivery service or by any means other than by facsimile. Electronic mail (e-mail) communication shall not constitute notice under this Article 8.1.

All Notices to Launch Provider:

Lockheed Martin Commercial Launch Services, Inc.

1660 International Drive, Suite 800

McLean, VA 22102

Attention: [*]

[*]

All Notices to ICO:

ICO Satellite Services GP

222 North Sepulveda Blvd., Suite 1770

El Segundo, CA 90245

Attention: [*]

[*]

with a copy (which shall not constitute notice) to:

Davis Wright Tremaine LLP

1501 Fourth Avenue, Suite 2600

Seattle, WA 98101

Attention: Joseph Weinstein

Fax: (206) 628-7699

8.2 All documentation, notices, reports and correspondence required pursuant to the Contract shall be submitted and maintained in the English language. All communication at the Launch Site between the Parties and with Related Third Parties and between the personnel of the Parties or Related Third Parties shall be in English. The Parties shall mutually agree upon standards for transliteration and translation of non-English information.

ARTICLE 9 — PERMITS, APPROVALS AND COMPLIANCE WITH UNITED STATES GOVERNMENT REQUIREMENTS

9.1 Launch Provider has executed agreements with various United States Government agencies for use of United States Government-owned property and facilities relating to launch operations at the Launch Site. ICO and Launch Provider agree that they shall comply with the United States Government’s laws, regulations, policies and directives as they relate to the performance of this Contract. Launch Provider shall provide ICO with reasonable notice (either verbally or in writing) of the requirements regarding access to the Launch Site. The Parties shall, before Launch, execute and deliver the Agreement for Waiver of Claims and Assumption of Responsibility, the execution of which is required by the United States Department of Transportation (14 C.F.R. Section 440.17(c)) as a condition of granting Launch Provider’s license to conduct launch activities and Launch the Spacecraft.

9.2 It is the policy of the United States Government to support the commercialization of domestic launch services by making available to United States launch services providers its launch-related facilities. However, both ICO and Launch Provider agree that, in the event of imperative national need as set forth in 49 U.S.C. Section 70109 of the CSLA, the United States Government may require use of United States Government or Launch Provider property and personnel. In the event such use by the United States Government necessitates subsequent rescheduling of ICO’s Launch Service, Launch Provider shall promptly notify ICO of any delay and reschedule the Launch Service in accordance with Article 6.2.

9.3 Each of the Parties acknowledges and agrees that it will comply with all applicable statutes and regulations relating to the export and import of commodities, services or technical data out of and into the United States of America.

9.4 ICO and Launch Provider hereby agree to identify and promptly notify the other Party of all of its non-U.S. person employees, non-U.S. person employees of its Related Third Parties and non-U.S. person consultants of any of them who will participate in, or receive any commodities, technical data or defense services in

connection with the performance of this Contract. For the purposes of conformance with the International Traffic in Arms Regulation, U.S. resident aliens (with green cards) shall be considered U.S. persons.

9.5 Each of the Parties acknowledges that a Party must refuse to admit to any meeting and refuse to transmit any commodities, technical data or provide any defense services, to a non-U.S. person participant who is not covered by an applicable license or agreement issued by the United States Government and duly executed by the appropriate parties.

9.6 Each Party agrees to exercise commercially reasonable efforts to obtain and maintain thereafter all necessary licenses, clearances, permits and governmental authorizations necessary in order to comply with all requirements and to perform all obligations under this Contract in a timely manner. Each Party agrees to assist and support the other Party to the extent practicable, in obtaining such licenses, permits, approvals, and authorizations.

9.7 Without limitation to the foregoing, Launch Provider shall be responsible for providing the below-listed tasks and services for the Launch Service to the extent such tasks and services are required by applicable law or regulation:

(i) Provide Defense Technology Security Administration (“ DTSA ”) monitors during all technical interface meetings related to the Launch Service including, if required, having such monitors at the Launch Site for the duration of the Launch Service;

(ii) Provide for a security guard detail at the Launch Site for the Launch Service, if required, in compliance with Launch Provider’s TAA requirements and DTSA-approved Spacecraft security plan;

(iii) Include both ICO and the Spacecraft Manufacturer as signatories to Launch Provider’s TAA(s) to cover all related pre-Launch activities/interfaces in respect to the Launch Vehicle, the Launch Service as well as all activities at the Launch Site, and Post-Launch Services; and include as signatories to such TAA(s) such other parties as requested by ICO, subject to U.S. Government approval; and

(iv) Provide the required security plan(s) as it relates to the Launch’s TAA requirements for the Launch Site and the activities to be performed in connection with the Launch Service.

The Launch Provider’s performance of the tasks and services described in clauses (i) through (iv) above is included in the Launch Price.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

ARTICLE 10 — TITLE TO PROPERTY

10.1 ICO understands and agrees that at no time does ICO obtain title to or any ownership of or any other legal or equitable right or interest in or to any part of any Launch Vehicle, or in any other property of Launch Provider, whether real or personal, tangible or intangible, including without limitation hardware used or furnished by Launch Provider in providing the Launch Service under this Contract. Such property of Launch Provider shall be considered between the Parties to be the property of Launch Provider.

10.2 Launch Provider understands and agrees that at no time does Launch Provider obtain title to or any ownership of or any other legal or equitable right or interest in or to the Spacecraft of ICO or any part thereof, or in any other property of ICO, whether real or personal, tangible or intangible, including any hardware or equipment used or furnished in performing the obligations of ICO hereunder. Such property of ICO shall be considered between the Parties to be the property of ICO.

ARTICLE 11 — LAUNCH RISK PROTECTION

Subject to insurer agreement, ICO shall have the right to exercise launch risk protection pursuant to the terms of Exhibit D and this Article 11, LAUNCH RISK PROTECTION (“ LRP Protection ”), by providing written notice to the Launch Provider no later than [*] (“ LRP Option ”). If ICO exercises the LRP Option, the fee for such LRP Protection shall be $[*] (“ LRP Fee ”). The LRP Protection amount for such LRP Option shall be $[*]. The LRP Fee shall be payable as follows: (i) [*] of the LRP Fee shall be invoiced by the Launch Provider promptly after exercise of the LRP Option by ICO and due within ten (10) days of invoice, and (ii) [*] of the LRP Fee shall be invoiced and due [*] to the then-established Launch Day. The LRP Fee is fully refundable if ICO terminates the LRP Option, except (a) $[*] shall be non-refundable (if the second payment in clause (ii) above is paid), and (b) in no event will ICO be entitled to a refund of the LRP Fee in an amount greater than the amount received by Launch Provider from the insurers. In the event of a claim on the LRP Protection, Launch Provider agrees that it will diligently and in good faith pursue such claim with its insurers and pay any proceeds received by the insurers to ICO, provided however, if the insurer refuses to pay the claim and the claim is submitted to arbitration or is mediated or litigated, ICO will direct Launch Provider regarding the pursuit of the claim, including but not limited to discussions or agreements regarding settlement, and may participate in any arbitration, mediation or litigation regarding such claim at its own expense and shall reimburse Launch Provider for all reasonable, out-of-pocket costs associated with pursuing such claim. [*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

ARTICLE 12 — REPLACEMENT LAUNCH

12.1 In the event that ICO determines that the Launch results in a Failure within the first [*], then ICO shall have the right to require Launch Provider to perform another launch service in accordance with this Article 12.1 (the “Replacement Launch” ).

12.1.1 If ICO has a Failure, ICO’s right to obtain the Replacement Launch is exercisable by written notice (the “ Replacement Launch Notice ”), which ICO shall provide not later than [*].

12.1.2 The Replacement Launch Notice shall indicate the new ninety (90) day Launch Period desired for the Replacement Launch. Launch Provider shall use [*] to provide ICO with the Launch Period desired for the Replacement Launch. Launch Provider shall inform ICO, within fifteen (15) days after receipt of the Replacement Launch Notice, if a Launch Opportunity exists in the Launch Period requested by ICO. If a Launch Opportunity does not exist in the requested Launch Period, the Parties will negotiate in good faith and designate a mutually acceptable Launch Period for the Replacement Launch within [*] after Launch Provider’s receipt of the Replacement Launch Notice exercising its option for the Replacement Launch; [*]

12.1.3 The Replacement Launch shall be provided in accordance with the terms and conditions of the Contract, except the Replacement Launch Price, the determination of the Launch Period for the Replacement Launch, the payment schedule for the Replacement Launch and the Termination Schedule shall be as set forth in this Article 12, REPLACEMENT LAUNCH. Once the Parties have selected a Launch Period for the Replacement Launch, the Parties shall prepare and sign an amendment to this Contract that documents the terms and conditions of such Replacement Launch.

12.1.4 Launch Provider shall in good faith provide ICO a price for the Replacement Launch (“ Replacement Launch Price ”) at least [*]. If ICO exercises a Replacement Launch, ICO shall pay the Replacement Launch Price in accordance with Article 12.1.5.

12.1.5 ICO shall make payments for the Replacement Launch in accordance with the following payment schedule, as such schedule may be amended or revised pursuant to this Contract:

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

EXECUTION COPY

[*]

[*] In the event Launch Provider postpones the Launch Schedule for the Launch Service pursuant to Article 6.2, all payments under this Article 12.1.5 which have not already been paid shall be suspended on a day-for-day basis for the length of the postponement and then resumed with all remaining payments postponed by the length of the postponement.

12.1.6 ICO may select a Prior Spacecraft Type or New Spacecraft Type for the Replacement Launch. The Replacement Launch Price provided by Launch Provider in accordance with Article 12.1.4 shall include a price for the re-launch of a spacecraft identical to the Spacecraft, as well as for the launch of a Prior Spacecraft Type that is different from the Spacecraft. If requested by ICO in the Replacement Launch Notice, Launch Provider will also provide an incremental price for the launch of a New Spacecraft Type specified by ICO.

12.1.7 The following Termination Schedule shall apply to the Replacement Launch:

Termination Schedule Dates		Termination Amount
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]

With respect to the Termination Schedule above, Termination Damages shall be calculated pursuant to the terms of Article 13.1.1, except the maximum recoverable Termination Damages shall be [*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

ARTICLE 13 — TERMINATION

13.1 The rights of ICO to terminate the Launch Service under the Contract, and the available remedies, are as follows:

13.1.1 Prior in the Launch, ICO shall have the right to terminate the Launch Service pursuant to this Article 13.1.1 for any reason by providing written notice to Launch Provider. With respect to any termination pursuant to this Article 13.1.1, Launch Provider will be entitled to retain, as liquidated damages, an amount calculated based on the Termination Schedule below, as adjusted by this Article 13.1.1 (the “ Termination Damages ”). In the event ICO postpones the Launch Schedule pursuant to Article 6.1. the L used in the Termination Schedule shall be adjusted on a day-for-day basis for the aggregate length of all such postponements by ICO. For a Termination Date between any two Termination Schedule Dates in the Termination Schedule, the Termination Damages shall be linearly increased from the preceding Termination Amount in the Termination Schedule for the percentage of days that have passed between the preceding and succeeding Termination Schedule Dates. Termination Damages shall never be greater than [*]. The Termination Schedule is as follows:

Termination Schedule Dates		Termination Amount
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]

Example: If there have been no postponements by Launch Provider or ICO and the Termination Date is at L-11, then the Termination Damages would be [*].

In addition to the Termination Damages, Launch Provider shall also retain, as liquidated damages, [*] of any Escalation Fees paid or due and payable by ICO as of the Termination Date (the “ Escalation Fee Damages ”) and [*] of any amounts paid by ICO pursuant to Article 3.4 prior to the Termination Date (the “ Removal Fee Damages ”). If ICO has exercised the LRP Option, Launch Provider shall promptly provide the insurer with notice of ICO’s termination, request cancellation of the LRP Protection and refund to ICO any premiums, charges or amounts paid by ICO and returned by the insurer to Launch Provider. Within fifteen (15) days of the Termination Date, Launch Provider will provide ICO with written notice that includes a detailed

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

accounting of the Termination Damages, Escalation Fee Damages and Removal Fee Damages and the amount to be refunded to ICO. Within thirty (30) days of the Termination Date, Launch Provider will refund the balance of all payments is made by ICO in excess of the Termination Damages, Escalation Fee Damages and Removal Fee Damages, as applicable for the Launch Service. In addition, the Launch Provider shall refund all fees paid (less the $[*] non-refundable amount, if applicable in accordance with Article 11, LAUNCH RISK PROTECTION) by ICO for the LRP Protection with in thirty (30) days or if not refunded by the insurer by that date, within five (5) days of receipt by the Launch Provider of the refund from the insurer.

13.1.2 Prior to the Launch, ICO shall have the right to terminate the Launch Service pursuant to this Article 13.1.2 if:

13.1.2.1 The sum of all postponements for the Launch Service which are attributable to Launch Provider under Article 6.2, including any postponements under Article 7.1.2 caused by Launch Provider’s failure to meet its obligations under ARTICLE 7, OBLIGATIONS BEFORE AND AFTER LAUNCH, have or will equal or exceed [*] in the aggregate; provided, postponements attributable to ICO under Article 6, LAUNCH POSTPONEMENTS, shall not be considered when calculating the sum of postponements. ICO may exercise its right to terminate under this Article 13.1.2.1 effective immediately upon written notice to Launch Provider. ICO must terminate Launch Provider within [*] of becoming aware that the sum of postponements by Launch Provider pursuant to this Article 13.1.2.1 equal or exceed [*] or if ICO does not terminate Launch Provider within such [*] period, ICO waives its right to terminate the Launch Service pursuant to this Article 13.1.2.1 unless Launch Provider further postpones the Launch Service.

13.1.2.2 Launch Provider materially breaches any of its obligations under this Contract; provided, ICO’s right to terminate this Contract for Launch Schedule postponements shall be governed by Article 13.1.2.1. Any termination of a Launch Service under this Article 13.1.2.2 must be preceded by thirty (30) days written notification that specifies the default or breach and the intent to terminate in the event that the default or breach is not, or cannot be, cured within [*] after such notice to cure. If such default or breach is not cured within such [*] period, then ICO shall have the right to terminate the Launch Service immediately on written notice to Launch Provider. ICO must terminate the Launch

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

Provider within [*] after the expiration of such [*] or if ICO does not terminate Launch Provider within such [*] period, ICO waives its right to terminate the Launch Service pursuant to this Article 13.1.2.2 unless Launch Provider subsequently materially breaches any of its obligations under this Contract.

13.1.2.3 Launch Provider becomes bankrupt or insolvent or has a receiving order made against it, or seeks the protection of any law relating to bankrupt or insolvent debtors, or if an order is made or resolution passed for the winding up of Launch Provider. ICO may exercise its right to terminate under this Article 13.1.2.3 effective immediately upon written notice to Launch Provider.

13.1.3 With respect to any termination under Article 13.1.2, within thirty (30) days of the Termination Date, Launch Provider shall refund all payments made for the Launch Service (including, without limitation, all fees paid for the LRP Option) and, if applicable, pay any Postponement Fees due under Article 6.4.

13.2 The rights of Launch Provider to terminate the Launch Service under the Contract, and the available remedies, are as follows:

13.2.1 Prior to the Launch, Launch Provider shall have the right to terminate the Launch Service pursuant to this Article 13.2.1 by providing written notice to ICO:

13.2.1.1 If ICO fails to comply with the payment obligations specified in Article 4, PAYMENTS. No right of termination shall exist with respect to any amount not paid by ICO that is the subject of a bona fide dispute between ICO and Launch Provider. Any termination of a Launch Service under this Article 13.2.1.1 must be preceded by thirty (30) days written notification that specifies the payment default and the intent to terminate in the event that such payment default is not, or cannot be, cured within [*] after such notice to cure. If such payment default is not cured within such [*] period, then Launch Provider shall have the right to terminate the Launch Service immediately on written notice to ICO. If the payment obligation is not cured within the [*] cure period, Launch Provider must terminate the Launch Service within [*] after the expiration of such [*] cure period or if Launch Provider does not terminate the Launch Service within such [*] period, Launch Provider waives its right to terminate the Launch Service pursuant to this

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

Article 13.2.1.1 unless ICO subsequently fails to comply with the payment obligations specified in Article 4, PAYMENTS.

13.2.1.2 If the sum of all postponements of the Launch Service attributable to ICO under Article 6.1, including postponements under Article 7.1.2 caused by ICO’s failure to meet its obligations under ARTICLE 7, OBLIGATIONS BEFORE AND AFTER LAUNCH, equal or exceed [*] in the aggregate; provided, postponements attributable to Launch Provider under Article 6, LAUNCH POSTPONEMENTS, shall not be considered when calculating the sum of postponements. Launch Provider shall have the right to terminate the Launch Service pursuant to this Article 13.2.1.2 immediately on written notice to ICO. Launch Provider must terminate the Launch Service within [*] of becoming aware that the sum of postponements by ICO pursuant to this Article 13.2.1.2 equal or exceed [*] or if Launch Provider does not terminate the Launch Service within [*] period, Launch Provider waives its right to terminate the Launch Service pursuant to this Article 13.2.1.2 unless ICO further postpones the Launch Service. Notwithstanding the foregoing, if ICO postpones the Launch Schedule pursuant to Article 6.5, Launch Provider may only terminate the Launch Service pursuant to this Article 13.2.1.2 if the sum of postponements by ICO under Article 6.1, which includes postponements under Article 6.5, is equal to or exceeds [*].

13.2.2 With respect to any termination of the Launch Service pursuant to Article 13.2.1, Launch Provider shall retain the Termination Damages, the Escalation Fee Damages and the Removal Fee Damages as calculated in Article 13.1.1. If ICO has exercised the LRP Option, Launch Provider shall promptly provide the LRP Protection insurer with notice of Launch Provider’s termination of the Launch Service, request cancellation of the LRP Protection and refund to ICO any premiums, charges or amounts returned by insurer to Launch Provider. Within fifteen (15) days of the Termination Date, Launch Provider will provide ICO with written notice that includes a detailed calculation of the Termination Damages, the Escalation Fee Damages, the Removal Fee Damages and any amount to be refunded to ICO. Within thirty (30) days of the Termination Date, Launch Provider will refund the balance of all payments made for the Launch Service terminated in excess of the Termination Damages.

13.3 Both ICO and Launch Provider agree that the Termination Damages specified in Article 13, TERMINATION, are liquidated damages and not penalties, and represent (i) a knowing and considered allocation of Launch Provider’s risks, (ii)

Launch Provider’s reasonable assessment of potential future actual damages and (iii) fair compensation for Launch Provider relative to a potential termination hereunder.

13.4 If an arbitrator determines in accordance with Article 21, DISPUTE RESOLUTION, that ICO has wrongfully terminated the Launch Service pursuant to Article 13.1.2, then such termination shall be deemed, as of the original Termination Date, a termination of the Launch Service by ICO pursuant to Article 13.1.1.

ARTICLE 14 — EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS

14.1 NO REPRESENTATIONS OR WARRANTIES

14.1.1 LAUNCH PROVIDER HAS NOT MADE NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR MERCHANTABILITY OR OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO THE SUCCESS OF ANY LAUNCH OR OTHER PERFORMANCE OF THE LAUNCH SERVICE HEREUNDER.

14.1.2 ICO HAS NOT MADE NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR MERCHANTABILITY OR OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO THE SPACECRAFT OR ANY DATA, HARDWARE OR SERVICES PROVIDED TO LAUNCH PROVIDER IN CONNECTION WITH THE LAUNCH SERVICE.

14.1.3 WITHOUT LIMITING OR CREATING EXCEPTIONS TO THE RECIPROCAL WAIVER OF LIABILITY SET FORTH IN THIS ARTICLE 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, WITH RESPECT TO THE LAUNCH SERVICE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO PERSONS CLAIMING BY OR THROUGH SUCH PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE OF ANY TYPE OR

UNDER ANY OTHER LEGAL OR EQUITABLE THEORY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, COSTS OF EFFECTING COVER, LOST PROFITS, LOST REVENUES OR COSTS OF RECOVERING THE SPACECRAFT, ARISING OUT OF OR RELATING TO THIS CONTRACT.

14.2 Waiver of Liability

1 4.2.1 Launch Provider and ICO hereby agree to a reciprocal waiver of liability pursuant to which each Party agrees not to bring a claim or sue the other Party, the United States Government and its contractors and subcontractors at every tier or Related Third Parties of the other Party for any property loss or damage it sustains, including, but not limited to, in the case of ICO, loss of or damage to the Spacecraft, or any other property loss or damage, personal injury or bodily injury, including death, sustained by any of its directors, officers, agents and employees, arising in any manner in connection with the performance of or activities carried out pursuant to this Contract, or other activities in or around the Launch Site, or the operation or performance of the Launch Vehicle or the Spacecraft. Such waiver of liability applies to all damages of any sort or nature, including but not limited to any direct, indirect, special, incidental or consequential damages or other loss of revenue or business injury or loss such as costs of effecting cover, lost profits, lost revenues, or costs of recovering the Spacecraft, from damages to the Spacecraft before, during or after Launch or from the failure of the Spacecraft to reach its planned orbit or operate properly.

14.2.2 Claims of liability are waived and released regardless of whether loss, damage or injury arises from the acts or omissions, negligent or otherwise, of either Party or its Related Third Parties. This waiver of liability shall extend to all theories of recovery, including in contract for property loss or damage, tort, product liability and strict liability. In no event shall this waiver of liability prevent or encumber enforcement of the Parties’ contractual rights and obligations to each other as specifically provided in this Contract.

14.2.3 Launch Provider and ICO shall each extend the waiver and release of claims of liability as provided in Article 14.2.1 and Article 14.2.2 to its Related Third Parties (other than employees, directors and officers) by requiring them to waive and release all claims of liability they may have against the other Party and its Related Third Parties, and the United States Government and its contractors and subcontractors at every tier and to agree to be responsible for any property loss or damage, personal injury or bodily injury, including death, sustained by them arising in any manner in connection with the performance of or activities carried out pursuant to this

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

Contract, or other related activities in or around the Launch Site, or the operation or performance of the Launch Vehicle or the Spacecraft.

14.2.4 The waiver and release by each Party and its Related Third Parties of claims of liability against the other Party and the Related Third Parties of the other Party extends to the successors and assigns, whether by subrogation or otherwise, of the Party and its Related Third Parties. Each Party shall obtain a waiver of subrogation and release of any right of recovery against the other Party and its Related Third Parties from any insurer providing coverage for the risks of loss for which the Party hereby waives claims of liability against the other Party and its Related Third Parties.

14.2.5 In the event of any inconsistency between the provisions of this Article 14.2 and any other provisions of this Contract, the provisions of this Article 14.2 shall take precedence.

14.3 Indemnification - Property Loss and Damage and Bodily Injury

14.3.1 To the extent that claims of liability by Related Third Parties are not covered by an insurance policy of either Launch Provider or ICO, Launch Provider and ICO each agree to defend, hold harmless and indemnify the other Party and its Related Third Parties, for any liabilities, costs and expenses (including reasonable attorneys’ fees, costs and expenses), arising as a result of claims brought by Related Third Parties of the indemnifying Party, for property loss or damage, personal injury or bodily injury, including death, sustained by such Related Third Parties, arising in any manner in connection with the activities carried out pursuant to this Contract, other activities in and around the Launch Site, or the operation or performance of the Launch Vehicle or the Spacecraft. Such indemnification applies to any claim for direct, indirect, special, incidental or consequential damages or other loss of revenue or business injury or loss, including but not limited to costs of effecting cover, lost profits or lost revenues, resulting from any loss of or damage to the Spacecraft before, during, or after Launch or from the failure of the Spacecraft to reach its planned orbit or operate properly.

14.3.2 To the extent that claims of liability by Third Parties are not covered by the third party liability insurance referred to in Article 15.1 entitled “Third Party Liability Insurance,” or an insurance policy of either Launch Provider or ICO, or are not eligible for payment by the United States Government (as provided in Article 14.4), Launch Provider will defend, hold harmless and indemnify ICO and its Related Third Parties from: [*] any and all claims of Third Parties for property loss or damage, personal injury or bodily injury, including death, [*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

arising in any manner from the processing, operation, testing, or performance of the Launch Vehicle.

14.3.3 To the extent that claims of liability by Third Parties are not covered by the third party liability insurance referred to in Article 15.1 entitled “Third Party Liability Insurance,” or an insurance policy of either Launch Provider or ICO, or are not eligible for payment by the United States Government (as provided in Article 14.4), ICO will defend, hold harmless and indemnify Launch Provider and its Related Third Parties for any and all claims of Third Parties, for property loss or damage, personal injury or bodily injury, including death, arising in any manner from the processing, testing, operation or performance of the Spacecraft or from any claim for indirect, special, incidental or consequential damages or other loss of revenue or business injury or loss including, but not limited to costs of effecting cover, lost profits or lost revenues resulting from any loss of or damage to the Spacecraft before, during or after Launch or from the failure of the Spacecraft to reach its planned orbit or operate properly.

14.3.4 Notwithstanding Article 14.3.2 and Article 14.3.3 above and Article 14.3.5 below, Launch Provider shall not be obligated to defend, hold harmless or indemnify ICO for any claim brought by a Third Party against ICO resulting from any damage to or loss of the Spacecraft, whether sustained before or after Launch and whether due to the operation, performance, non-performance or failure of the Launch Vehicle or due to any other causes. ICO shall defend, hold harmless and indemnify Launch Provider for any claims brought by Third Parties against Launch Provider for damage to or loss of the Spacecraft, whether sustained before or after Launch or whether due to the operation, performance, non-performance or failure of the Launch Vehicle or due to other causes.

14.3.5 The indemnification for property loss or damage, personal injury or bodily injury provided by this Article 14.3 shall be available regardless of whether such loss, damage or injury arises from the acts or omissions, whether negligent or otherwise, of the Party entitled to indemnification, or its Related Third Parties, as the case may be.

[*]

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

[*]

14.3.7 The right of either Party or Related Third Parties to indemnification under this Article 14. EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, is not subject to subrogation or assignment and either Party’s obligation set forth herein to indemnify the other Party or Related Third Parties extends only to that Party or those Related Third Parties and not to others who may claim through them by subrogation, assignment or otherwise.

14.4 Indemnification by United States Government

14.4.1 The Parties recognize that under the CSLA and subject thereto, the Secretary of Transportation shall, to the extent provided in advance in appropriations acts or to the extent there is enacted additional legislative authority to provide for the payment of claims, provide for the payment by the United States Government of successful claims (including reasonable expenses of litigation or settlement) of a Third Party against Launch Provider or its subcontractors, or ICO or its contractors or subcontractors, resulting from activities carried out pursuant to a license issued or transferred under the CSLA for death, bodily injury, or loss of or damage to property resulting from activities carried out under the license, but only to the extent that the aggregate of such successful claims arising out of the Launch: (i) is in excess of the amount of insurance or demonstration of financial responsibility required of Launch Provider under its license issued pursuant to the CSLA; and (ii) is not in excess of the level that is $1,500,000,000 (plus any additional sums necessary to reflect inflation occurring after January 1, 1989) above the required amount of insurance or demonstration of financial responsibility required by the CSLA.

14.4.2 Launch Provider makes no representation or warranty that any payment of claims by the United States Government will be available pursuant to the CSLA. Launch Provider’s sole obligation is the good faith effort to obtain such payment as may be available from the United States Government.

14.5 Indemnification - Intellectual Property Infringement

14.5.1 Launch Provider agrees to defend, hold harmless and indemnify ICO and its Related Third Parties from and against any liabilities, costs, risks, losses, damages, or injury, or any consequences thereof, resulting from an infringement or misappropriation or claim for infringement or misappropriation of any patent right or any other intellectual property or

proprietary right of a Third Party or a Related Third Party of Launch Provider which may arise to the extent from (i) the provision of the Launch Services or Post-Launch Services under this Contract by Launch Provider or its Related Third Parties, or (ii) the design, manufacture or use of the Launch Vehicle.

14.5.2 ICO agrees to defend, hold harmless and indemnify Launch Provider and its Related Third Parties from and against any liabilities, costs, risks, losses, damages, or injury, or any consequences thereof, resulting from an infringement or misappropriation or claim for infringement or misappropriation of any patent right or any other intellectual property or proprietary right of a Third Party or a Related Third Party of ICO which may arise to the extent from the design, manufacture or operation of ICO’s Spacecraft or a claim alleging that the Launch Provider aided or enabled infringement in the design, manufacture, or operation of ICO’s Spacecraft by the furnishing of the Launch Service.

14.6 Rights and Obligations . The rights and obligations specified in Article 14.3, Article 14.4 and Article 14.5 shall be subject to the following conditions:

14.6.1 The Party seeking indemnification shall promptly advise the other Party in writing of the filing of any suit, or of any written or oral claim alleging an infringement of any Related Third Party’s or any Third Party’s rights, upon receipt thereof, and shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation.

14.6.2 The Party seeking indemnification shall not make any admission nor shall it reach a compromise or settlement without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed.

14.6.3 The Party required to indemnify, defend and hold the other harmless shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or settlement thereof, and shall pay all reasonable litigation and administrative costs and expenses, including reasonable attorneys’ fees, incurred in connection with the defense of any such suit, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments.

14.6.4 The Party seeking indemnification may participate in any defense at its own expense, using counsel reasonably acceptable to the Party required to indemnify, provided that there is no conflict of interest and that such participation does not otherwise adversely affect the conduct of the proceedings in any material respect.

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

14.7 Inconsistency with Government Agreement. In the event of any inconsistency between any provision of this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, or Article 15, INSURANCE, and the Agreement for Waiver of Claims and Assumption of Responsibility referred to in Article 9.1, this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, shall take precedence as between the Parties.

14.8 Survival of Obligations. All indemnities, obligations, liabilities and payments provided for in this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, shall survive, and remain in full force and effect, after the expiration or other termination of this Contract and, subject to the limitations set forth in this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, notwithstanding any other provision of this Contract to the contrary.

14.9 Authority to Destroy Launch Vehicle. The range safety officer or equivalent is hereby authorized to destroy, without liability or indemnity to ICO or ICO’s Related Third Parties, the Launch Vehicle and the Spacecraft in the event that such action is determined in such range safety officer’s or equivalent’s sole discretion to be necessary to avoid damage to persons or property. Any operation of the Launch Vehicle automatic destruct system that causes the destruction of the Launch Vehicle or Spacecraft shall also be without liability to ICO or ICO’s Related Third Parties.

14.10 Limitation of Liability . (i) Except for the obligation to indemnify provided in Article 14.3.1. Article 14.3.2, Article 14.3.5. Article 14.3.6 and Article 14.5.1 with respect to the Launch Service and the obligation to pay ICO any amounts owed to ICO under Article 11, LAUNCH RISK PROTECTION, Launch Provider’s cumulative liability to ICO for any and all claims that have not been waived or released pursuant to the terms of Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, with respect to the Launch Service and any claim to which the remedies are not limited pursuant to the terms of this Contract, including, without limitation, any claim for termination (other than termination pursuant to Article 13, TERMINATION, in which case the maximum liability shall be the reimbursement amounts set forth therein), shall not, under any circumstances, exceed the amount of the Launch Price paid by ICO for the Launch Service relating to such claim as of the date of such claim. (ii) Except for the obligation to indemnify provided in Article 14.3.1, Article 14.3.3, Article 14.3.4, Article 14.3.5 and Article 14.5.2 with respect to the Launch Service, [*] that have not been waived or released pursuant to the terms of Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, with respect to the Launch Service and any claim to which the remedies are not limited pursuant to the terms of this Contract, including, without limitation, any claim for termination (other than termination

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

pursuant to Article 13, TERMINATION, in which case the maximum liability shall be the reimbursement amounts set forth therein), shall not, under any circumstances, [*] relating to such claim as of the date of such claim.

14.11 Exclusion of [*] Willful Misconduct. Notwithstanding anything in this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, or this Contract to the contrary, nothing in this Article 14, EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS, will relieve either Party from liability from damages of any kind in the event of such Party’s [*] willful misconduct.

ARTICLE 15 — INSURANCE

15.1 Third Party Liability Insurance. Launch Provider shall procure and maintain in effect insurance for third party liability to provide for the payment of claims resulting from property loss or damage or bodily injury, including death, sustained by Third Parties caused by an occurrence resulting from or arising in connection Insured Launch Activities, The insurance shall have limits in amounts required by the Office of the Associate Administrator for Commercial Space Transportation by license issued to Launch Provider pursuant to the CSLA and shall be subject to standard industry exclusions and/or limitations, including, but not limited to, exclusions and/or limitations with regard to terrorism. Coverage for damage, loss or injury sustained by Third Parties arising in any manner in connection with Insured Launch Activities shall attach upon arrival of the Spacecraft at the Launch Site, whichever occurs first, and will terminate upon the earlier to occur of the return of all parts of the Launch Vehicle to Earth or twelve (12) months following the date of Launch, unless the Spacecraft is removed from the Spacecraft processing facility other than for the purpose of transportation to the Launch Site or is removed from the Launch Site other than by Launch, in which case, coverage shall extend only until such removal. Such insurance shall not cover loss of or damage to the Spacecraft even if such claim is brought by any Third Party or Related Third Parties. Such insurance also shall not pay claims made by the United States Government for loss of or damage to United Slates Government property in the care, custody and control of ICO or Launch Provider.

15.2 Insurance Required by Launch License. Launch Provider shall provide such insurance as is required by the launch license issued by the United States Department of Transportation for loss of or damage to United States Government property.

15.3 Miscellaneous Requirements. The third party liability insurance shall name as named insured Launch Provider and as additional insured ICO and the respective Related Third Parties of the Parties identified by each Party, the United States

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

Government and any of its agencies and such other persons as Launch Provider may determine. In addition, ICO may identify additional parties, no later than ninety (90) days prior to Launch, to be designated as additional insured parties under Launch Provider’s third party liability insurance, and Launch Provider shall request that its underwriters add such parties as additional insureds to Launch Provider’s third party liability insurance, Such insurance shall provide that the insurers shall waive all rights of subrogation that may arise by contract or at law against the named insured or any additional insured. Launch Provider shall provide ICO with a certificate from its broker evidencing the insurance required to be maintained by this Article 15, INSURANCE.

ARTICLE 16 — CONFIDENTIAL INFORMATION

Confidential Information required to be exchanged between the Parties in the performance of the obligations under this Contract shall be handled in accordance with the NDA.

ARTICLE 17 — RIGHTS TO INVENTIONS AND DATA

Launch Provider and ICO agree that neither Party shall by entry into the Contract or by performance of the Contract, acquire any rights to or under the other Party’s patents, proprietary data, or other intellectual or proprietary property or technical information, unless the grant of any such right is expressly provided for in a separate written agreement duly executed by the granting Party. For the avoidance of doubt, the terms of this Article 17, RIGHTS TO INVENTIONS AND DATA, shall not impair or diminish ICO’s right to receive and use the data and reports provided by Launch Provider in connection with the Post-Launch Services.

ARTICLE 18 — CHANGES

18.1 ICO may change this Contract in accordance with the following provisions:

18.1.1 ICO may, in accordance with the scope of the Contract, propose a change to this Contract by providing Launch Provider with written notice that shall describe the proposed change in reasonable detail (the “Change Request”). Notwithstanding the delivery of the Change Request, Launch Provider shall continue to perform strictly in accordance with the terms and conditions of this Contract if and until ICO has agreed in writing to the Revision related to the Change Request [*]

18.1.2 Launch Provider shall provide a detailed response (the “Revision”) to the Change Request that describes its feasibility and/or alternatives to the Change Request, and if any Change Request increases or decreases the cost of performance of any part of the Launch Service, Launch Provider shall prepare a reasonably detailed invoice identifying the additional cost

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

resulting from the Change Request and propose an adjustment or adjustments to the Launch Price, Launch Schedule or other terms of the Contract affected by the Change Request.

18.1.3 If ICO agrees to the Revision, the Parties shall execute an amendment to this Contract, and Launch Provider shall proceed to adjust the Launch Service in accordance with such amendment. If ICO does not agree to the Revision, the Parties shall then negotiate in good faith for up to ten (10) Business Days regarding the Revision. If the Parties are unable to agree on the Revision, [*] the Parties shall promptly submit any dispute regarding the cost of such Revision to arbitration in accordance with Article 21, DISPUTE SETTLEMENT. Upon receipt of a decision from the arbitrator, the Parties shall execute an amendment to this Contract.

18.1.4 Any increase or decrease in the amounts to be paid by ICO as a result of the Revision shall be applied pro rata to the remaining payments for the Launch Price specified in Article 4.1 and thereafter paid in accordance with Article 4, PAYMENTS.

18.2 Launch Provider may request changes to this Contract in accordance with the following procedures:

18.2.1 Launch Provider may request a change to this Contract by providing ICO with written notice that shall describe the proposed change in reasonable detail (the “LP Request”). Notwithstanding the delivery of the LP Request, Launch Provider shall not adjust the Launch Service in accordance with the LP Request until ICO has accepted the change in accordance with Article 18.2.2 and executed an amendment.

18.2.2 ICO may accept or reject any LP Request in its sole discretion. If ICO accepts the LP Request, the Parties shall execute an amendment to this Contract, and Launch Provider shall proceed to adjust the Launch Service in accordance with such amendment.

18.2.3 Any increase or decrease in Launch Price related to the LP Request accepted by ICO shall be ratably allocated to the remaining payments to the Launch Price specified in Article 4.1 and thereafter paid in accordance with Article 4, PAYMENTS.

18.3 Article 18.1 and Article 18.2 shall not govern changes in the Launch Schedule as a result of postponements. Any changes in the Launch Schedule as a result of postponements by ICO or Launch Provider shall be resolved in accordance with

Article 6.1, Article 6.2, Article 6.5 and Article 13, TERMINATION, of this Contract, as applicable.

ARTICLE 19 — ASSIGNMENT

19.1 Subject to the other provisions of this Article 19, ASSIGNMENT, the Parties agree not to assign their respective rights or obligations under the Contract without the prior written consent of the other Party. Any such assignment shall be mutually agreed to and consent to assign shall not be unreasonably withheld by the other Party.

19.2 Notwithstanding Article 19.1 and subject to all applicable laws and regulations, including United States export laws, regulations and licenses, including restrictions relating to dealing with prohibited country entities under the International Traffic in Arms Regulations, Launch Provider agrees that ICO may assign, pledge or otherwise hypothecate its rights and obligations with respect to this Contract and the Launch Service to any Affiliate, lender or representative of any lender or group of lenders.

ARTICLE 20 — PUBLIC RELEASE OF INFORMATION

Except as required by law or regulation (in which case the Party so required shall give the other Party as much prior notice as is practicable) and as provided in this Article 20, PUBLIC RELEASE OF INFORMATION, no news release, public announcement, or advertising material concerned with this Contract shall be issued by either Party without prior coordination and written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

ARTICLE 21 — DISPUTE SETTLEMENT

21.1 Notice of Arbitration. If any controversy or claim arising out of or relating to this Contract or the breach thereof fails to be resolved through negotiation or mediation within a period of thirty (30) days, then upon written notice by any Party, such controversy or claim shall be settled by arbitration in accordance with the terms and conditions of this Article 21, DISPUTE SETTLEMENT.

21.2 Administration and Rules. Arbitration proceedings in connection with this Contract shall he administered by the American Arbitration Association in accordance with its then in effect Commercial Arbitration Rules, together with any relevant supplemental rules including but not limited to its Supplementary Procedures for Large, Complex Disputes and its Supplementary Procedures for International Commercial Arbitration, as modified by the terms and conditions of this Contract.

21.3 Language. Arbitration proceedings in connection with this Contract shall be conducted in the English language, provided that at the request and expense of the

requesting Party, documents and testimony shall be translated into any language specified by the requesting Party.

21.4 Selection of Arbitrators. Arbitration proceedings in connection with this Contract shall be conducted before a panel of three (3) arbitrators. Within fifteen (15) days after the commencement of arbitration, each Party shall select a JAMS® neutral to serve as an arbitrator on the panel, and within ten (10) days of their selection, the two arbitrators shall select another JAMS® neutral to serve as the third arbitrator. If the two arbitrators selected by the respective Parties are unable or fail to agree upon the third arbitrator in the allotted time, then the third arbitrator shall be selected by the American Arbitration Association from the list of JAMS® neutrals.

21.5 Locale of Meetings . All meetings for arbitration proceedings in connection with this Contract shall be held in the Los Angeles area, in the State of California, in the United States of America, or at such other place as may be selected by mutual agreement of all Parties.

21.6 Injunctive Relief . Any Party to this Contract may make an application to the arbitrators seeking injunctive relief until such time as the arbitration award is rendered or the controversy or claim is otherwise resolved.

21.7 Discovery . The arbitrators shall have the discretion to order a pre-hearing exchange of information by the Parties, including without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of Parties.

21.8 Consolidation . Arbitration proceedings in connection with this Contract shall be consolidated with arbitration proceedings pending between a Party and any subcontractor if the arbitration proceedings arise out of the same transaction or relate to the same subject matter and if such Party and subcontractor are bound by an arbitration agreement which is substantially similar to that contained in this Contract. If proceedings are consolidated, all references to Party in this Article 21, DISPUTE SETTLEMENT, shall also mean subcontractor.

21.9 Award and Judgment . The arbitrators shall have no authority to award punitive damages or any other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Contract. Subject to the foregoing, the Parties agree that the judgment of the arbitrators shall be final and binding upon the Parties, and that judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

21.10 Confidentiality . No Party or arbitrator may disclose the existence, content, or results of any arbitration proceedings in connection with this Contract without prior written consent of all Parties to the arbitration proceeding.

21.11 F ees and Expenses . All fees and expenses of any arbitration proceedings in connection with this Contract shall be borne by the losing Party. However, each Party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence.

21.12 Performance . Launch Provider and ICO shall continue with performance under this Contract during any disagreement, negotiation, or arbitration. ICO shall continue to make payments due under this Contract pending resolution of the dispute pursuant to this Article 21, DISPUTE SETTLEMENT.

ARTICLE 22 — APPLICABLE LAW

The Contract and any matter arising under the Contract, regardless of whether such matter is addressed in the Contract, shall be governed by the laws of the State of New York, USA, excluding its choice of law rules. The provisions of the United Nations Convention for the International Sale of Goods shall not be applicable to this Contract.

ARTICLE 23 — SEVERABILITY

In the event any of the provisions of the Contract shall, for any reason whatsoever, be held to be invalid or unenforceable, the remaining provisions shall not be affected.

ARTICLE 24 — WAIVERS

No waiver of any of the provisions of the Contract shall be binding on either Party unless evidenced by a written notice signed by such Party to be bound. Failure of either Party to insist upon performance of any of the terms or conditions herein or to exercise any right or privilege shall not constitute a waiver. A waiver by either Party of a breach of any provision of this Contract does not constitute a waiver of any succeeding breach of the same or any other provision, nor shall it constitute a waiver of the provision itself.

ARTICLE 25 — APPROVAL; INTERNAL AUTHORIZATION

Each of ICO and Launch Provider represents that (i) it has all necessary power and authority to enter into this Contract and to perform its obligations hereunder and (ii) the execution, delivery and performance of this Contract by it have been duly and validly authorized by all necessary action required by applicable law and by the articles of incorporation, bylaws, partnership agreement, limited liability company agreement or other applicable governance documents.

ARTICLE 26 — COOPERATION ON INSURANCE AND REGULATORY MATTERS

26.1 Launch Provider shall cooperate in good faith with ICO’s efforts to obtain and maintain, and to file and settle any claims under, the insurance for the Spacecraft

[*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

launched under this Contract. Subject to U. S. Export Control laws and regulations, such cooperation shall include (i) delivering information and data regarding the Launch Vehicle to ICO’s insurers and brokers, (ii) conducting briefings for such insurers and brokers, (iii) responding to inquiries from such insurers and brokers, and (iv) exercising commercially reasonable efforts to obtain in a timely manner and thereafter maintain any government licenses, approvals or other authorizations required for such cooperation.

26.2 Launch Provider shall cooperate in good faith with ICO’s efforts (to comply with the terms and conditions of its various regulatory licenses. Such cooperation shall include (i) providing regulatory bodies and personnel with information and data regarding the Launch Vehicle, the Launch Schedule and other matters related to the provision of the Launch Service (collectively, the “ Launch Matters ”), (ii) providing appropriate personnel to attend regulatory briefings or other formal or informal regulatory meetings or hearings in order to provide information regarding the Launch Matters, and (iii) responding promptly to formal or informal inquiries or requests from regulatory bodies or other governmental officials regarding the Launch Matters.

ARTICLE 27 — RULES OF CONSTRUCTION

References to articles or sub-articles shall be deemed to include all sub-articles thereof. The term “including” shall be deemed to mean “including without limitation.”

ARTICLE 28 — ENTIRE UNDERSTANDING BETWEEN THE PARTIES

The contractual documents referred to in Article 2, CONTRACTUAL DOCUMENTS, comprise the entire understanding between the Parties with respect to the subject matter of the Contract and shall supersede all prior and contemporaneous discussions between the Parties. Neither Party shall be bound by any conditions, warranties, definitions, statements, or documents previous to or contemporaneous with the Contract unless the Contract makes express reference thereto. This Contract may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute hut one and the same instrument.

ARTICLE 29 — KEY PERSONNEL

Launch Provider has designated [*] as the Launch Provider’s “Account Executive” and [*] as the Launch Provider’s “Mission Manager.” The task of the Mission Manager shall be to supervise and coordinate the Spacecraft integration and mission analysis activities that are to be coordinated between the Parties. Neither the Account Executive nor the Mission Manager is authorized to direct work contrary to the requirements of the Contract or to make modifications to the Contract. Launch Provider may not choose a replacement of the Account Executive or the Mission Manager without

obtaining ICO’s prior written consent, which consent shall not be unreasonably withheld or delayed.

[SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the Parties hereto have executed the Contract as of the day and year stated:

ICO Satellite Services GP

Lockheed Martin Commercial Launch Services, Inc.

By:	/s/ Dennis Schmitt			By:	/s/ Brian Simon

Name:			Dennis Schmitt	Name:			Brian Simon

Title:		Sr. V.P. Finance, CFO		Title:		MGR, Business Operations

Date:		10 March 2006		Date:		10 March 2006

EXHIBIT A: STATEMENT OF WORK FOR ATLAS LAUNCH SERVICES March 8, 2006

EXHIBIT A

STATEMENT OF WORK

FOR

Atlas Launch Services

March 8, 2006

Confidential Treatment of This Entire Exhibit Has Been Requested, and The Text Has Been Submitted to the Commission

EXECUTION COPY

Exhibit B

Interface Control Document

[to be created in the contract process]

ICO/LMCLS PROPRIETARY

EXECUTION COPY

Exhibit C

Mutual Non-Disclosure Agreement

ICO/LMCLS PROPRIETARY

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into on November 9, 2005, by and between ICO Satellite Services General Partnership (“ICO”), and International Launch Services, Inc. (“Company”) in connection with discussions relating to the acquisition of launch vehicle services from Company (the “Discussions”). ICO and Company each expect to furnish (in such capacity, a “Disclosing Party”) to one another (in such capacity, a “Receiving Party”) certain oral and written nonpublic, confidential information in connection with the Discussions. All such Information furnished to the Receiving Party or any of its Representatives (as defined below) by the Disclosing Party or its Representatives (Irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by the Receiving Party or its Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the “Information.” With respect to information furnished by Company, such information shall include any information furnished by or on behalf of Company, Lockheed Martin Corporation (“LMC”), Lockheed Martin Commercial Launch Services, Inc. (“LMCLS”) or Lockheed Khrunichev Energia International, Inc. (“LKEI”). With respect to information provided to Company, Company shall be authorised to disclose such information to LMC, LMCLS and/or LKEI to the extent permitted and subject to the terms and conditions contained in Section 1(b). All information exchanged between ICO and Company shall, if in tangible form, be marked with a legend of “Proprietary”, “Business Confidential” or similarly marked or labeled by the Disclosing Party before being disclosed to the Receiving Party.

The term “Information” does not include any information which, as evidenced by a written record, (i) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure directly or indirectly by the Receiving Party or its Representatives in violation of this Agreement or any other obligation to maintain confidentiality of said information), (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that, to the Receiving Party’s best knowledge, after reasonable inquiry, such source was not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation (iii) was in the Receiving Party’s possession or knowledge prior to its being furnished by or on behalf of the Disclosing Party, as can be reasonably demonstrated upon request and, provided that the source of such information was not, to the best knowledge of the Receiving Party, after reasonable inquiry, prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation; (iv) can be demonstrated by the Receiving Party to have been developed by the Receiving Party independently of any disclosure of such information by the Disclosing Party as can be reasonably demonstrated upon request; and/or (v) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.

In consideration of such information being furnished, each Receiving Party agrees to the following:

1. Except as otherwise provided herein, or as otherwise approved in writing by the Disclosing Party, all information furnished by the Disclosing Party or its Representatives will be kept strictly confidential by the Receiving Party in accordance with the terms hereof, will not be used by the Receiving Party other than in connection with the consideration or evaluation of the Discussions, and will not be disclosed by the Receiving Party or any of its Representatives, except (a) as required by applicable law, regulation, regulatory or legal process, and only after compliance with Section 3 below, and (b) that the Receiving Party may disclose the Information or portions thereof to those of its directors, officers, affiliates, and employees and representatives of its legal, accounting and technical and financial advisors and agents (the persons to whom such disclosure is permissible being collectively referred to herein as “Representatives”) who such party reasonably believes need to know such information for the sole purpose of considering the Discussions and who are authorized pursuant to applicable U.S. export control laws and licenses or other approvals to receive such Information; provided, that such party’s Representatives (i) are informed of this Agreement and the confidential and proprietary nature of the Information; (ii) are obligated in writing or by virtue of a fiduciary relationship, to treat such Information confidentially. In a manner that is at least as restrictive as the terms of this Agreement and not to use it other than in connection with the consideration or evaluation of the Discussions to the extent provided in this Agreement; and (iii) do not include competitors of the Disclosing Party. Notwithstanding the above, under no circumstances will such Information be provided to a Party’s third-party technical advisors include any key financial and pricing terms of the Disclosing Party. The Receiving Party agrees to be responsible for any breach of the confidentiality provisions of this Agreement by any of its Representatives (it being understood, that such responsibility shall be in addition to and not by way of limitation of any right or remedy a party may have against the Receiving Party’s Representatives with respect to any such breach). Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Information of the other party. Neither party shall communicate any Information to the other in violation of the proprietary rights of any third party.

2. Without the prior written consent of the Disclosing Party, neither the Receiving Party nor any of its Representatives will disclose to any person (except to the extent permitted by Section 1 or as otherwise required by applicable law, regulation or regulatory or legal process, and only after compliance with Section 3 below), either the fact that any investigations, discussions or negotiations are taking place, or that the Receiving Party has received Information or Information has been made available to it, or any of the terms, conditions or other facts with respect to any such possible Discussions, including the status thereof.

3. If a Receiving Party or any of its affiliates or Representatives becomes legally compelled or required by applicable law or regulation or regulatory or legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Information or the information referred to in Section 2 above, the

Receiving Party shall provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive in writing compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained or available and such a written waiver has not been received from the Disclosing Party that would permit such compelled disclosure, the Receiving Party (and its Representatives) agrees to disclose only that portion of the Information or the information referred to in Section 2 above which is legally required to be disclosed and to take all reasonable steps to preserve the confidentiality of the Information and the information referred to in Section 2 above (including, without limitation, by cooperating with the Disclosing Party to obtain at the Disclosing Party’s cost an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information and the information referred to in Section 2 above). Nothing in this Agreement shall limit the Receiving Party from complying with any legal request as set forth herein or shall require the Receiving Party to obtain assurances that the Information disclosed in compliance with such request will be maintained confidentially.

4. Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Information (in whole or in part) of the other party by either party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.

5. If either party decided, in its sole discretion, that it does not wish to proceed or continue with the Discussions with the other party, the party so deciding will promptly inform the other party of that decision. At any time upon the written request of the Disclosing Party and for any reason, the Receiving Party will, at the election of the Disclosing Party, either promptly deliver to the Disclosing Party, as directed in such written request, or destroy all written documents and other tangible materials representing the Information (including all copies, extracts or other reproductions in whole or in part thereof) furnished or it or its Representatives by or on behalf of the Disclosing Party. All other Information shall be destroyed and no copy thereof shall be retained. Such destruction shall be certified to in writing by an officer of the Receiving Party upon the request of the Disclosing Party. Notwithstanding the return or destruction of the Information, the Receiving Party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder.

6. The Receiving Party understands and acknowledges that neither the Disclosing Party nor any of its Representatives or affiliates is making any representation or warranty, express or implied, as to the accuracy or completeness of the Information, and neither the Disclosing Party nor any of its Representatives or affiliates will have any liability to the Receiving Party or any other person resulting from the use of the Information by it or its affiliates or Representatives. Only those representations or warranties that are made in a definitive agreement relating to the Discussions (a “Definitive Agreement”) when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect. The term “Definitive Agreement” does not include a non-binding letter of intent or any

other non-binding preliminary written agreement (whether or not executed), nor does it include any written or oral acceptance of any offer or bid.

7. Each party understands and agrees that no contract or agreement shall be deemed to exist unless and until a Definitive Agreement has been executed and delivered by all relevant parties thereto, and each party also agrees that unless and until a Definitive Agreement between the parties or any of its subsidiaries or affiliates has been executed and delivered, neither party nor any of its respective stockholders, affiliates or Representatives has any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. Subject to the terms of this Agreement and any other written agreement between the parties, the parties and their respective Representatives each will be free to conduct the process for any transaction as such parties in their sole discretion determine. Each party hereby confirms that it is not acting as a broker for or Representative of any person.

8. Without limiting the parties’ obligations under this Agreement, each party hereby acknowledges that it is aware, and that it will advise its Representatives, that the United States securities laws prohibit any person who has material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of a company which may be a party to a transaction of the type contemplated by this Agreement or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Receiving Party represents and warrants that no technical data furnished or disclosed to it by the Disclosing Party shall be disclosed to any foreign national, nation, firm, or country, including foreign nationals employed by or associated with the Receiving Party, nor shall any technical data be exported from the United States without first complying with all requirements of the applicable U.S. export control laws and regulations, including the International Traffic in Arms Regulations and the Export Administration Regulations, including the requirement for obtaining any export license or authorization if applicable. The Receiving Party shall first obtain the written consent of the Disclosing Party prior to submitting any request for authority to export any such technical data.

9. Each party agrees that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement by it and that the other party or parties shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach or threatened breach, in addition to all other remedies available at law or in equity without the necessity of posting any bond or other security or proving that monetary damages would be an inadequate remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

10. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

11. Each party agrees that all (a) contacts or communications by it or its Representatives with the other party regarding the Information or the Discussions, (b) requests for additional Information, (c) requests for facility tours or management meetings and (d) discussions or questions regarding procedures shall be made only through persons designated by the other party as persons engaged as participants in, or having knowledge of, the discussions relating to the Discussions.

12. This Agreement is for the benefit of each party and its respective directors, officers, employees, representatives and agents and their respective successors and permitted assigns and shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to the principles of conflicts of laws thereof. Neither this Agreement nor any of the rights or obligations hereunder may be assigned, by operation of law or otherwise, by any party without the prior written consent of the other party, and any interrupted assignment or transfer by any party not in accordance herewith shall be null and void.

13. This Agreement represents the entire agreement between the parties with respect to the subject matter contained herein and may be terminated only by a writing signed by each of the parties. No provision in this Agreement may be waived, amended or assigned except in a writing signed by both parties, which writing shall specifically refer to such provision being affected.

14. The terms of this Agreement will survive for a period of three (3) years from the date of this Agreement or may be terminated by either party at any time upon thirty (30) days written notice to the other party. The Receiving Party’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Receiving Party’s heirs, successors and assigns.

15. Miscellaneous .

a. For purposes of this Agreement, the term “person” shall mean an individual, corporation, partnership, limited liability company, association, trust, governmental entity, the media and any media organization, any other organization or entity or any group including any of the foregoing, and the term “group” shall have the meanings provided under the Exchange Act.

b. This Agreement may be executed in counterparts, each of which, including any signature transmitted via facsimile, shall be deemed to be an original but all of which together shall constitute one instrument for all purposes.

INTERNATIONAL LAUNCH SERVICES, INC.

By:	/s/ Angeline G. Chen
Name:	Angeline G. Chen
Title:	Associate General Counsel
Address:	1660 International Drive
	McLean, VA 22102
	Fasimile: (571) 633-7541
	Email: angeline.g.chen@Imco.com

c. Each party expressly acknowledges, represents and warrants that they have, with the benefit of counsel, carefully read this Agreement, fully understood the terms, conditions, and significance of this Agreement, had ample time to consider and negotiate this Agreement, and executed this Agreement voluntarily and knowingly.

d. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.

ICO SATELLITE SERVICES GENERAL PARTNERSHIP

By:	/s/ David Bagley
Name:	David Bagley
Title:	Sr. VP Corporate Development
Address:	3468 Mt. Diablo Blvd, Suite B-115
	Lafayette, CA 94549, USA
	Fasimile: (925) 961 9611
	Email: david.bagley@ico.com

With a copy to:

	Davis Wright Tremaine, LLP
	2600 Century Square
	1501 Fourth Avenue
	Seattle, Washington 98101-1685
	Attention: Joe Weinstein
	Facsimile: (208) 628-7699
	Email: joeweinstein@dwt.com

Exhibit D, Launch Risk Protection

Confidential Treatment of This Entire Exhibit Has Been Requested, and The Text Has Been Submitted to the Commission.

Exhibit 10.3

ADVISORY SERVICES AGREEMENT

between

ICO Global Communications (Holdings) Limited

and

EAGLE RIVER, INC

Dated as of November 11, 2005

ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement (this “ Agreement ”) is entered into as of November 11, 2005, between ICO Global Communications (Holdings) Limited, a Delaware corporation (the “Company”), and Eagle River, Inc., a Washington corporation (“ERI”).

WHEREAS, ERI is willing to provide advisory services to the Company on the terms and subject to the conditions contained in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the execution and delivery hereof, the parties agree as follows:

ARTICLE 1

ENGAGEMENT

The Company hereby engages ERI to provide advisory services to the Company. ERI shall have no obligations other than as expressly stated in this Agreement.

ARTICLE 2

SERVICE STANDARDS

ERI shall provide its services hereunder in compliance with this Agreement and all applicable law. In performing its obligations hereunder, ERI shall act in a manner that it reasonably believes to be in or not opposed to the best interests of the Company consistent with the agreements and standards set forth herein.

ARTICLE 3

SERVICES TO BE PROVIDED

Section 3.1. Duties .

Subject to the terms and conditions of this Agreement, the Company hereby engages ERI and ERI hereby accepts the engagement, to provide advisory and consulting services to the Company and its Board of Directors, at the request and direction, from time to time, of the Company’s Board of Directors, or of any duly appointed and acting senior executive officer, including without limitation, advice as to the development, ownership and operation of satellite telecommunications services, advice concerning long-range planning and strategy for the development and growth of the Company, advice and support in connection with its dealings with federal, state and local regulatory authorities, advice regarding employment, retention and compensation of employees, and assistance in short-term and long-term financial planning.

Section 3.2. Non-Company Responsibilities .

ERI and its representatives are at all times specifically permitted to engage in any other business ventures and activities including management of other businesses and

companies and including such activities as may be deemed to be in competition with the Company and shall have no obligation to account to the Company for any such business ventures or activities.

Section 3.3. Restrictions on Authority .

ERI shall not have any authority to enter contracts on behalf of the Company or to otherwise bind the Company.

ARTICLE 4

COMPENSATION

Section 4.1. Reimbursement .

The Company shall reimburse ERI for all out-of-pocket expenses (“Out-of-Pocket Expenses”) reasonably incurred by ERI for goods and services provided by third parties to, for or on behalf of the Company (including those out-of-pocket expenses incurred by ERI in traveling to and from and visiting the business of the Company in connection with providing services under this Agreement). ERI shall provide the Company with a statement setting forth in reasonable detail (and with copies of invoices or other supporting documentation) the Out-of-Pocket Expenses claimed, and the Company shall pay to ERI such amount within thirty (30) days of receipt of the statement. Notwithstanding anything to the contrary contained in this Agreement, in no event will ERI be responsible for the payment from its own funds of any expenses, obligations or liabilities of the Company, unless such expenses, obligations or liabilities arose directly from the willful misconduct or gross negligence of ERI.

Section 4.2. Advisory Fee .

ERI, in consideration of the terms of this Agreement, shall be paid, commencing on the date hereof, an advisory fee per annum of $500,000 (the “Advisory Fee”), payable in equal quarterly installments of $125,000 due on the first (1 ^st ) day of March, June, September, and December, provided that the first such payment shall be due on the date hereof and shall be prorated to reflect the Advisory Fee attributable to the period beginning on the date hereof and ending on the last day of the month. The annual fee can be paid in cash or stock as determined by the Board of Directors of Company. The amount of the Advisory Fee shall be subject to re-negotiation from time to time upon the agreement of the parties.

Term and Termination

Section 4.3. Term .

This Agreement shall commence on the date hereof and, unless earlier terminated in accordance herewith, will terminate on the third (3 ^rd ) anniversary of the date hereof (the “Term”). This Agreement will be renewed automatically for additional one (1) year terms unless either party cancels this Agreement by written notice to the other party given at least sixty (60) days prior to the end of the then current term.

Section 4.4. Termination .

(a) By the Company . The Company shall have the right to terminate this Agreement for any reason, upon not less than ninety (90) days prior written notice to ERI.

(b) By ERI . ERI may terminate this Agreement:

(i) if the Company has failed to make any payment pursuant to Article 4 within thirty (30) days following ERI’s written notice to the Company of such failure;

(ii) in the event of a material breach of this Agreement by the Company (other than a payment default) which has not been cured within thirty (30) days following notice thereof from ERI;

(iii) upon the bankruptcy of the Company; or

(iv) at any time upon 120 days prior written notice to the Company.

Section 4.5. Benefits Payable Upon Termination.

Following the termination of this Agreement for any reason, ERI shall be paid all outstanding reimbursable expenses due to ERI as of the date of termination and any Advisory Fee earned, but unpaid, for services rendered to the Company on or prior to the date of such termination, but, except for the issuance of the Warrants in payment of the Incentive Compensation, ERI shall not otherwise be entitled to compensation in respect of its services under this Agreement. If this Agreement terminates other than on the last day of the month, ERI shall promptly reimburse the Company for the amount of the Advisory Fee paid with respect to such month and attributable to the period beginning on the date of termination and ending on the last day of such month. Termination of this Agreement shall not modify the Company’s obligation to issue the Warrants in payment of the Incentive Compensation.

Section 4.6. Remedies.

The remedies set forth herein are not intended to be exclusive, and all remedies shall be cumulative and may be exercised concurrently with any other remedy available to ERI or the Company at law or in equity.

Section 4.7. Continuing Obligations.

After receipt of written notice of termination from the Company, but prior to the effective date of such termination, ERI shall continue to perform under this Agreement unless specifically instructed to discontinue such performance. In the event of termination, ERI and the Company shall remain liable for their respective obligations accrued under this Agreement prior to the effective date of termination.

ARTICLE 5

LIMITATIONS OF LIABILITY

Notwithstanding any other provision of this Agreement, ERI shall not be liable for any failure or delay in its performance hereunder or for any performance which is substandard, except where such failure, delay or substandard performance is the result of willful misconduct or gross negligence on the part of ERI. ERI shall not be responsible to the Company for any indirect, incidental, consequential or special damages to the Company, the business of the Company or any subscriber or customer of any business of the Company or any other person, including any damage to or loss of revenues, business or goodwill, suffered by any person or entity for any failure of any system or failure of performance hereunder.

ARTICLE 6

INDEMNIFICATION; EXPENSES

Section 6.1. Indemnification .

In the event ERI is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (a “Proceeding”), whether civil, criminal, administrative, or investigative (whether or not by or in the right of the Company), by reason of the fact that ERI is or was ERI of the Company under the terms hereof, ERI shall be entitled to be indemnified by the Company to the full extent then permitted by law against expenses (including counsel fees and disbursements and fees and disbursements for mediation, arbitration, trial and appeal), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement incurred by it in connection with such Proceeding.

Section 6.2. Advancement of Expenses .

The Company shall from time to time, reimburse or advance to ERI the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding, provided the Company receives an undertaking by or on behalf of ERI to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that ERI is not entitled to be indemnified for such expenses.

ARTICLE 7

MISCELLANEOUS

Section 7.1. Counterparts .

This Agreement may be executed in several counterparts, all of which taken together shall be deemed to constitute one and the same instrument.

Section 7.2. Construction .

Each of the parties hereto acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto.

Section 7.3. Benefit, Assignment .

This Agreement shall be binding upon and inure to the benefit of all parties hereto and their respective successors and permitted assigns.

Section 7.4. Complete Agreement .

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements, and representations written or oral, relating to such subject matter.

Section 7.5. Amendment .

This Agreement may not be amended except by a writing signed by each of the parties.

Section 7.6. Governing Law .

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAWS OF CONFLICT, OF THE STATE OF WASHINGTON, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 7.7. Severability .

If any provision of this Agreement or the application thereof to any person or circumstance shall for any reason or to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but, rather, shall be enforced to the extent permitted by law. Furthermore, in lieu of such an illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid or enforceable.

Section 7.8. Further Assurances .

The parties agree that they will take all such further actions and execute and deliver all such further instruments and documents as may be required in order to effectuate the agreements set forth in this Agreement.

Section 7.9. Waiver .

No failure or delay on the part of the parties or either of them in exercising any right, power or privilege hereunder, nor any course of dealing between the parties shall operate as a waiver of any such right, power or privilege nor shall any single or partial exercise of any such right, power or privilege preclude the simultaneous or later exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and are not exclusive of any rights or remedies which the parties or either of them would otherwise have.

Section 7.10. Notices .

All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon delivery if delivered personally (by courier service or otherwise) or (ii) upon confirmation of dispatch if sent by facsimile transmission (which confirmation shall be sufficient if shown by evidence produced by the facsimile machine used for such transmission), in each case to the applicable addresses set forth below (or such other address as the recipient may specify in accordance with this Section):

to ERI at:

2300 Carillon Point

Kirkland, Washington 98033-7353

Attention: President

to the Company at:

11700 Plaza America Drive, Suite 1010

Reston, Virginia 20190

Attention: J. Timothy Bryan

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:

ICO Global Communications (Holdings)
Limited

By:	/s/ J. Timothy Bryan
		J. Timothy Bryan, Chief Executive Officer


ERI:

EAGLE RIVER, INC.


		By:	/s/ Benjamin G. Wolff
				Benjamin G. Wolff, President

[Signature Page to Advisory Services Agreement]

TABLE OF CONTENTS

	Page

ARTICLE 1 Engagement	1

ARTICLE 2 Service Standards	1

ARTICLE 3 Services to be Provided	1

ARTICLE 4 Compensation	2

ARTICLE 5 Term and Termination	2

ARTICLE 6 Limitations of Liability	4

ARTICLE 7 Indemnification; Expenses	4

ARTICLE 8 Miscellaneous	4

Exhibit 10.4

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
RESTRICTED STOCK GRANT AGREEMENT

This Restricted Stock Grant Agreement (this “Agreement”) is entered into by and between ICO Global Communications (Holdings) Limited (“Company”), and Eagle River Investments, LLC (“Recipient”), effective as of November 11, 2005.

RECITALS

A. WHEREAS, Company has utilized the services of Recipient for a number of years, particularly over the last five years, and desires to convey to Recipient adequate compensation for its services and also provide incentive to pursue the continued best interests of the Company;

B. WHEREAS, Company’s Board of Directors (the “Board”) has determined to grant shares of Company’s Class A common stock to Recipient as partial payment for its historic services and continued incentive; and

C. WHEREAS, the parties desire to formally articulate the terms of their arrangement.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Stock Subject to this Agreement . The stock subject to this Agreement shall be Company’s Class A common stock (the “Common Stock”), presently authorized but unissued or subsequently acquired by Company.

2. Grant of Shares . Company hereby grants to Recipient, and Recipient accepts from Company, one-million (1,000,000) shares of Common Stock (the “Shares”). Recipient shall be the sole owner of the Shares, subject to this Agreement, and Company shall appropriately list Recipient as a shareholder on its corporate books and records.

3. Shares Held in Escrow . Unless and until the Shares have vested in the manner set forth in Section 4, the Shares, although issued in the name of Recipient, will be held in escrow by Company as escrow agent (the “Escrow Agent”), and may not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated; notwithstanding the foregoing, Recipient may transfer some or all of the Shares in a non-revenue raising transaction to an affiliated entity, employee or non-employee service providers if the restrictions described in this Agreement also apply to the transferee. Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Shares, or otherwise note its corporate records, as to the restrictions on transfer set forth in this Agreement. The Escrow Agent will deliver to Recipient the certificate (or certificates) representing the Shares only after, and not until, the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

4. Vesting Requirements . Ownership of the Shares shall become vested and free from the escrow provisions of Section 3 upon the earlier of: i) 10 years from the effective date of this Agreement or ii) 90 days following the effective date of any registration under the Securities Exchange Act of 1934, as amended, covering any class of equity securities of Company.

5. Status as Shareholder . Except as expressly stated in this Agreement, Recipient shall have the rights and privileges of a shareholder of Company with respect to all the Shares, regardless of their vested or unvested status, or the fact that the Shares are held in escrow (as contemplated by Section 3), including the right to vote such Shares and receive all dividends and distributions on such Shares.

6. Changes in Shares . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share combination, or other change in the corporate structure of Company affecting the Shares, the Shares will be increased, reduced or otherwise changed, and by virtue of any such change Recipient will, in the capacity as owner of all the Shares, including any unvested portion of the Shares, be entitled to new or additional or different shares of stock, cash or securities, in the same manner as other shareholders of Common Stock, provided that the new securities replacing the unvested Shares will be subject to all of the conditions and restrictions that were applicable to the unvested Shares pursuant to this Agreement. Company in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

7. Governing Law . This Agreement shall be governed by and construed with accordance the laws of the State of Washington.

8. Integration . This Agreement contains the entire agreement and understanding of the parties with respect to the subjects discussed above, including but not limited to the topics of employment and equity ownership in Company. The parties agree that this Agreement expressly supersedes all prior agreements or understandings, written or oral.

9. IN WITNESS WHEREOF, the parties have signed this Agreement, effective as of the date set forth in the first paragraph of this Agreement.

COMPANY:			RECIPIENT:

ICO Global Communications (Holdings)			Eagle River Investments, L.L.C.
Limited

By:	/s/ J. Timothy Bryan		By:	/s/ Ben Wolff

Its:	CEO		Its:	President

Date:		4/5/06	Date:		4/10/06

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 29, 2000 , is between NEW SATCO HOLDINGS, INC., a Delaware corporation (the “Company”) and Eagle River Investments, L.L.C., a Washington limited liability company, (the “Holder”)

WHEREAS, Holder has subscribed for the purchase of 50,000,000 shares of Class B common stock, $.0001 par value, of the Company, and holds warrants to acquire 0 shares of Class B common stock, $.0001 par value, of the Company (such shares and the shares issuable upon the exercise of such warrants collectively referred to as the “Class B Common Stock”); and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to shares of Class A common stock, $.0001 par value, of the Company(the “Class A Common Stock”) into which the shares of the Class B Common Stock are convertible, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions .

As used in this Agreement:

(i) the term “Act” means the Securities Act of 1933, as amended;

(ii) the term “Affiliate” or “Holder Affiliate” means any entity, or any employee or member of any entity, over which Holder has direct or indirect majority voting control or which has direct or indirect majority voting control over Holder.

(iii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(iv) the term “Common Stock” means any and all classes of the Company’s common stock as authorized pursuant to the Company’s Restated Certificate of Incorporation, as may be amended or restated from time to time.

(v) the term “Exchange Act” means the Securities Exchange Act of 1934; and

(vi) the term “Holder” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the terms “register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement in compliance with the Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

(viii) the term “Registrable Securities” means (A) any shares of the Class A Common Stock held by Holder or a Holder Affiliate, whether acquired through conversion of Class B Common Stock or otherwise, and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Class A Common Stock referred to in clause (A) above;

(ix) the term “Registration Expenses” means all third-party expenses incurred by the Company in compliance with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the underwriters, if any, blue sky fees and expenses and the third-party expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company);

2. Requested Registration .

(i) Request for Registration . If the Company shall receive from Holder a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will, subject to compliance with any applicable underwriters’ lock-up agreements in effect as of the date of such request:

(A) promptly give written notice of the proposed registration qualification or compliance to all Other Stockholders (as defined below); and

(B) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Act) as may be so requested and as would permit or facilitate the sale and distribution as soon as is practicable of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Other Stockholders joining in such request as are specified in a written request received by the Company within twenty (20) business days after written notice from the Company is given under Section 2(i)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2:

(a) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act or applicable rules or regulations thereunder;

(b) After the Company has effected two (2) such registrations pursuant to this Section 2 and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed;

(c) If the securities requested by Holder to be registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than $10,000,000.

The registration statement filed pursuant to the request of Holder may, subject to the provisions of Section 2(ii) below, include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no absolute right to include any of its securities in any such registration.

The registration rights set forth in this Section 2 are personal to Holder and shall not be assignable, by operation of law or otherwise, to any third party other than a Holder Affiliate.

(ii) Underwriting . If Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, then Holder shall so advise the Company as a part of their request made pursuant to Section 2.

If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to Section 2, or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the “Other Stockholders”) request such inclusion, Holder shall offer to include the securities of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. Holder, any Holder Affiliate participating in the registration, and the Company shall (together with all officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the representative advises Holder that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors of the Company shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by Holder and each Other Stockholder shall be reduced on a pro rata basis (based on the number of shares proposed to be sold by Holder and such Other Stockholders), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and Holder. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

(iii) Notwithstanding the foregoing, if the Company shall furnish to Holder a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of Holder; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period.

3. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or any successor form and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(b) Priority on Registrations . Holder acknowledges and agrees that its rights under this Section 2 shall, on a pro rata basis with all other holders of Registrable Securities participating in the registration, be subject to cutback provisions imposed by a managing underwriter. If, as a result of the cutback provisions of the preceding sentence, Holder is not entitled to include all of its requested Registrable Shares in such registration, then Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

(c) Underwritten Offerings . In the event of an underwritten offering, Holder shall make such arrangements with the underwriters so that each Holder may participate in the offering on the same terms as Company and any other holders selling securities in such offering.

(d) Registration Procedures . Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefor, and pursuant thereto Company will as expeditiously as possible:

(i) Cause the registration statement to be used for the Piggyback Registration to include Holder’s Registrable Securities. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, Company shall determine for any reason to withdraw or delay effectiveness of the registration statement, Company may, at its election, give written notice of such determination to Holder and, (x) in the case of a determination to withdraw the registration statement, Company shall be relieved of its obligation to register any Registrable

Securities in connection with such registration statement, and (y) in the case of a determination to delay effectiveness, Company shall be permitted to delay effectiveness for any period of the delay.

(ii) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than thirty (30) days and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition thereof by Holder set forth in such registration statement.

(iii) Furnish to Holder such number of copies of such registration statement, each amendment and supplement thereto; the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Holder.

(iv) Use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such United States jurisdictions as Holder may reasonably request and do any and all other acts and things which may be reasonable necessary or advisable to enable Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by Holder, provided that Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify for this subparagraph, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction.

(v) Notify Holder, at any time when a registration statement under the Act that registers any of Holder’s Registrable Securities is effective, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Holder, Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(vi) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(vii) Furnish, at Holder’s request, on the date that Holder’s Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder, if Holder requests registration and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by

independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

(e) Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 2(d)(v), Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.5(d)(v), or until Holder is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Company, Holder will deliver to Company (at Company’s expense) all copies, other than permanent file copies then in Holder’s possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of such notice.

(f) Expenses of Company Registration . Company shall pay Registration Expenses. Holder shall pay all fees and disbursements of its attorneys and accountants, as well as all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by Holder.

(g) Indemnification .

(i) Company agrees to indemnify, to the extent permitted by law, Holder and its legal counsel, against all losses, liabilities, claims, damages and expenses (“Losses”) caused by any untrue or alleged untrue statement of material fact contained in any registration statement in which Holder is participating, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company or any underwriter by Holder expressly for use therein or results from Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(ii) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act)and any of such person’s agents or representatives, against any Losses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

such provisions, as are reasonably requested by an Indemnified Party, for contribution to such party in the event such Indemnifying Party’s indemnification is unavailable for any reason.

(iv) Each party entitled to indemnification under this Section 2(e) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2(e) unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(v) If the indemnification provided for in this Section 2(e) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(vi) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

3. Information by Holder. Holder shall furnish to the Company such information regarding Holder and the distribution of shares proposed by Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

4. Rule 144 Reporting .

With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities to the public without registration, the Company agrees to:

(a) make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the first registration under the Act filed by the Company for an offering of its Common Stock to the general public;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(c) so long as Holder owns any Registrable Securities, furnish to Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as Holder may reasonably request in availing himself of any rule or regulation of the Commission allowing Holder to sell any such securities without registration.

If requested by a managing underwriter of a registered offering, Holder shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of-such period.

6. Termination . The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of the Registrable Securities to any non-affiliated third party. Upon termination pursuant to this Section 6 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

7. Notices . All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature, or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at Eagle River Investments, L.L.C., Attention: General Counsel, or fax number (425) 828-8061 or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

8. No Assignment . This Agreement is personal to Holder and shall not be assignable, by operation of law or otherwise to any third party other than a Holder Affiliate.

9. Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

10. Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.

11. No Inconsistent Agreements . The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that conflicts with or would limit the rights granted to Holder in this Agreement or otherwise conflicts with the provisions hereof.

12. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

13. Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

14. Term . This Agreement and the rights granted hereunder shall expire on the tenth anniversary of the date set forth in the preamble to this Agreement.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

HOLDER:


By:	/s/ C. James Judson
Name:			C. James Judson
Title:		Vice President

Address:				2300 Carillon Point
				Kirkland, WA 98033
Fax: (425) 828-8061


NEW SATCO HOLDINGS, INC.


By:	/s/ W. A. Hoglund
Name:			William A. Hoglund
Title:		President

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 26, 2000 is between ICO-Teledesic Global Limited, a Delaware corporation (the “Company”) CDR-Satco, LLC, a Delaware limited liability company, (the “Holder”).

WHEREAS, Holder has subscribed for the purchase of 15,000,000 shares of Class A common stock, $.0001 par value, of the Company, and, as of the date hereof, holds options to acquire additional shares of Class A common stock, $.0001 par value, of the Company (such shares and the shares issuable upon the exercise of the options collectively referred to as the “Class A Common Stock”); and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Class A Common Stock, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions .

As used in this Agreement:

(i) the term “Act” means the Securities Act of 1933, as amended;

(ii) the term “Affiliate” or “Holder Affiliate” means any entity, or any employee or member of any entity, over which Holder has direct or indirect majority voting control, which has direct or indirect majority voting control over Holder, or which is under common control with the Holder.

(iii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(v) the term “Exchange Act” means the Securities Exchange Act of 1934; and

(vi) the term “Holder” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(viii) the term “Registrable Securities” means (A) any shares of the Class A common stock of the Company held by Holder or a Holder Affiliate, and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Class A common stock referred to in clause (A) above;

(ix) the term “Registration Expenses” means all third-party expenses incurred by the Company in compliance with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the underwriters, if any, blue sky fees and expenses, the reasonable fees and disbursements of any one counsel retained by the Holder and the third-party expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

2. Requested Registration .

(A) promptly give written notice of the proposed registration qualification or compliance to all Other Stockholders (as defined below); and

The registration rights set forth in this Section 2 are personal to Holder and shall not be assignable, by operation of law or otherwise, to any third party other than a Holder Affiliate.

(ii) Underwriting . If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to Section 2, or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the “Other Stockholders”) request such inclusion, Holder shall offer to include the securities of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. Holder, any Holder Affiliate participating in the registration, and the Company shall (together with all officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the representative advises Holder that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors of the Company shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by Holder and each Other Stockholder shall be reduced on a pro rata basis (based on the number of shares proposed to be sold by Holder and such Other Stockholders), by such minimum number of shares as is necessary to comply with such request; provided, however, that if the number of Holder’s Registrable Securities actually included in the registration is reduced by a material amount from the number of Holder’s Registrable Securities requested by Holder to be included in the registration, then such registration shall not be considered a registration effected pursuant to this Section 2 for the purposes of Section 2(i)(B)(b). No Registcable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and Holder. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

defer such filing for a period of not more than 120 days after receipt of the request of Holder; provided , however , that the Company may not utilize this right more than once in any twelve (12) month period.

3. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or any successor form and the registration form to be used may be used for the registration of registrable securities or whenever the Company agrees to or is required to register the registrable securities of the Other Stockholders (either of such registration, a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(b) Priority on Registrations . Holder acknowledges and agrees that its rights under this Section 3 shall, on a pro rata basis with all other holders of securities of the Company registrable pursuant to an agreement with the Company, participating in the registration, be subject to cutback provisions imposed by a managing underwriter. If, as a result of the cutback provisions of the preceding sentence, Holder is not entitled to include all of its requested Registrable Shares in such registration, then Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

4. Registration Procedures . Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefor, and pursuant thereto Company will as expeditiously as possible:

(a) Cause the registration statement to be used for the registration requested pursuant to Section 2 (“Demand Registration”) or the Piggyback Registration to include Holder’s Registrable Securities. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Demand Registration or Piggyback Registration, Company shall determine for any reason to withdraw or delay effectiveness of the registration statement, Company may, at its election, give written notice of such determination to Holder and, (x) in the case of a determination to withdraw the registration statement, Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement, and (y) in the case of a determination to delay effectiveness, Company shall be permitted to delay effectiveness for any period of the delay.

(b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than thirty (30) days and comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition thereof by Holder set forth in such registration statement.

(c) Furnish to Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Holder.

(d) Use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such United States jurisdictions as Holder may reasonably request and do any and all other acts and things which may be reasonable necessary or advisable to enable Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by Holder, provided that Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction.

(e) Notify Holder, at any time when a registration statement under the Act that registers any of Holder’s Registrable Securities is effective, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Holder, Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(f) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(g) Furnish, at Holder’s request, on the date that Holder’s Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder, if Holder requests registration and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

5. Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 4(d), Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(d), or until Holder is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Company, Holder will deliver to Company (at Company’s expense) all copies, other than permanent file copies then in Holder’s possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of such notice.

6. Expenses of Company Registration . Company shall pay Registration Expenses. Holder shall pay all other fees and disbursements of its attorneys and accountants, as well as all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by Holder.

7. Indemnification .

(a) Company agrees to indemnify, to the extent permitted by law, Holder, Holder’s Affiliates, their respective officers and directors and each person who controls Holder or Holder’s Affiliates and any one legal counsel retained by Holder, against all losses, liabilities, claims, damages and expenses (“Losses”) caused by any untrue or alleged untrue statement of material fact contained in any registration statement in which Holder is participating, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company or any underwriter by Holder expressly for use therein or results from Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(b) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person’s agents or representatives, against any Losses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement,.

(c) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party (as defined herein) or any officer, director, or controlling person of such Indemnified Party and will survive the transfer of Registrable Securities.

(d) Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(e) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

8. Information by Holder . Holder shall furnish to the Company such information regarding Holder and the distribution of shares proposed by Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

9. Rule 144 Reporting .

10. “ Market Stand-off” Agreement . Holder will agree, if requested by the Company or an underwriter of capital stock or other securities of the Company, not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by Holder and eligible for registration pursuant to this Agreement, except in connection with a Demand Registration or a Piggyback Registration, during the one hundred eighty (180) day period following any registration statement filed under the Act to register capital stock or other securities of the Company.

11. Termination . The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of the Registrable Securities to any non-affiliated third party. Upon termination pursuant to this Section 11 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

12. Notices . All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature, or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at: 2300 Carillon Point, Kirkland, WA 98033-7353, Attention: General Counsel, or fax number (425) 828-8061 or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

13. No Assignment . This Agreement is personal to Holder and shall not be assignable, by operation of law or otherwise to any third party other than a Holder Affiliate.

14. Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

15. Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.

16. No Inconsistent Agreements . The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that conflicts with or would limit the rights granted to Holder in this Agreement or otherwise conflicts with the provisions hereof.

17. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

18. Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

19. Term . This Agreement and the rights granted hereunder shall expire on the tenth anniversary of the date set forth in the preamble to this Agreement.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

HOLDER:

By:		/s/ David Wasserman
Name:				David Wasserman
Title:			Principal

Address: c/o Clayton, Dubilier & Rice, Inc.,
					375 Park Avenue New York, NY 10152, Attn: Brian D. Finn
Fax:					212-893-7050


ICO-TELEDESIC GLOBAL LIMITED


By:	/s/ Dennis Weibling
Dennis Weibling, President

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2000, is between ICO-Teledesic Global Limited, a Delaware corporation (the “Company”) Cascade Investment, L.L.C., a Washington limited liability company, (the “Holder”).

WHEREAS, Holder has subscribed for the purchase of 10,000,000 shares of Class B common stock, $.0001 par value, of the Company, and holds an option to acquire 2,670,884 shares of Class A common stock, $.0001 par value, of the Company (such shares and the shares issuable upon the exercise of the option collectively referred to as the “Common Stock”);

WHEREAS, Holder and/or its Affiliates own 27,091,500 shares of Teledesic Corporation and will, upon consummation of the merger of such corporation and the Company, own additional shares of the Class A Common Stock; and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Common Stock, including shares acquired after the date hereof, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions .

As used in this Agreement:

(i) the term “Act” means the Securities Act of 1933, as amended;

(ii) the term “Affiliate” or “Holder Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, an entity shall be deemed to be controlled by a stockholder if (and only for so long as) (i) such stockholder has the right to vote by ownership, proxy or otherwise securities constituting 5% or more of the voting power of such entity if such entity has equity securities registered and files reports under the Exchange Act or otherwise (if not reporting) securities constituting 50% or more of the voting power of such entity; (ii) such stockholder possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; or (iii) with respect to a charitable trust, foundation or nonprofit corporation, such stockholder is the sole trustee or director or has the power to appoint a majority of the trustees or directors thereof, or otherwise has a strong and continuing relationship as founder or substantial donor.

(iii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(v) the term “Exchange Act” means the Securities Exchange Act of 1934; and

(vi) the term “Holder” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the term “Person” means any individual, corporation, partnership, company, trust or other entity.

(viii) the terms “register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement in compliance with the Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

(ix) the term “Registrable Securities” means (A) any shares of the Common Stock of the Company now owned or hereafter acquired by Holder or a Holder Affiliate, and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clause (A) above;

(x) the term “Registration Expenses” means all third-party expenses incurred by the Company in compliance with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the underwriters, if any, blue sky fees and expenses, the reasonable fees and disbursements of any one counsel retained by the Holder and the third-party expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

2. Requested Registration .

(A) promptly give written notice of the proposed registration qualification or compliance to all Other Stockholders (as defined below); and

portion of the Registrable Securities of any Other Stockholders joining in such request as are specified in a written request received by the Company within twenty (20) business days after written notice from the Company is given under Section 2(i)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2:

The registration rights set forth in this Section 2 are personal to Holder and shall not be assignable, by operation of law or otherwise, to any third party other than a Holder Affiliate.

(ii) Underwriting . If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to Section 2, or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the “Other Stockholders”) request such inclusion, Holder shall offer to include the securities of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the applicable provisions of this Section 2. Holder, any Holder Affiliate participating in the registration, and the Company shall (together with all officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the representative advises Holder that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors of the Company shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by Holder and each Other Stockholder shall be reduced on a pro rata basis (based on the number of shares proposed to be sold by Holder and such Other Stockholders), by such minimum number of shares as is necessary to comply with such request; provided, however, that if the number of Holder’s Registrable Securities actually included in the registration is reduced by a material amount from the number of Holders Registrable Securities requested by Holder to be included in the registration, then such registration shall not be considered a registration effected pursuant to this Section 2 for the purposes of Section 2(I)(B)(b). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any officer, director or

Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and Holder. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

3. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or any successor form) and the registration form to be used may be used for the registration of registrable securities or whenever the Company agrees to or is required to register the registrable securities of the Other Stockholders (either of such registration, a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(f) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

5. Discontinuation of Sales. Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section , Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section , or until Holder is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Company, Holder will deliver to Company (at Company’s expense) all copies, other than permanent file copies then in Holder’s possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of such notice.

6. Expenses of Company Registration . Company shall pay Registration Expenses. Holder shall pay all fees and disbursements of its attorneys and accountants, as well as all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by Holder.

7. Indemnification .

(b) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person’s agents or representatives, against any Losses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

8. Information by Holder. Holder shall furnish to the Company such information regarding Holder and the distribution of shares proposed by Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

9. Rule 144 Reporting .

10. “Market Stand-off” Agreement . Holder will agree, if requested by the Company or an underwriter of capital stock or other securities of the Company, not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by Holder, except in connection with a Piggyback Registration, during the one hundred eighty (180) day period following any registration statement filed under the Act to register capital stock or other securities of the Company.

13. No Assignment . This Agreement is personal to Holder and shall not be assignable, by operation of law or otherwise to any third party other than a Holder Affiliate.

15. Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.

17. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

19. Term . This Agreement and the rights granted hereunder shall expire on the tenth anniversary of the date set forth in the preamble to this Agreement.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

	HOLDER:

	By:	/s/ Michael Larson
	Michael Larson,
	Business Manager

	Address: 2365 Carillon Point
	Kirkland, WA 98033


	ICO-TELEDESIC GLOBAL LIMITED


	By:	/s/ Dennis M. Weibling
	Dennis M. Weibling, President

Exhibit 10.8

EXECUTION COPY

WARRANT AGREEMENT

This Warrant Agreement (this “Agreement”) is made and entered into as of December 12, 2002 (the “Effective Date”), by and between Eagle River Investments, L.L.C., a Washington limited liability company (“Eagle River”), and ICO Global Communications (Holdings) Limited, a Delaware corporation (“ICO”).

RECITALS:

A. ICO’s wholly owned subsidiary, ICO Global Limited, a Delaware corporation (“IGL”), is indebted to Teledesic, LLC (“Teledesic”) pursuant to the terms of that certain Credit Agreement dated May 12, 2000 as amended (the “Credit Agreement”). ICO guaranteed IGL’s obligations under the Credit Agreement.

B. ICO, IGL, Eagle River and Teledesic entered into that certain Binding Settlement Agreement pursuant to which (i) ICO, IGL and Teledesic agreed to partially compromise the obligations under the Credit Agreement and release claims each may have against the other, (ii) Eagle River agreed to purchase Teledesic’s rights in and to the Credit Agreement, and (iii) Eagle River agreed to modify certain provisions of the Credit Agreement.

C. As an inducement to Eagle River to purchase Teledesic’s rights in and to the Credit Agreement, and to agree to modify certain provisions thereof, ICO agreed to issue to Eagle River warrants to purchase shares of ICO Class A common stock as set forth below.

NOW THEREFORE, in consideration of the premises and the value given under the Settlement Agreement and the mutual convenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ICO and Eagle River agree as follows:

1. Grant of Warrant.

1.1 Warrant . ICO hereby grants to Eagle River a warrant (the “Warrant”), subject to the provisions of this Agreement, to purchase up to an aggregate of 3,000,000 shares of ICO Class A common stock (subject to adjustment as set forth in Sections 6 and 7 below) (the “Warrant Shares”).

1.2 Exercise Price . The “Exercise Price” shall be $0.01 per share of ICO Class A common stock (subject to adjustment as set forth in Section 6 below) and the “Aggregate Exercise Price” shall be the total amount paid by Eagle River in connection with the exercise of the Warrant.

2. When Warrant May Be Exercised.

2.1 Subject to the condition set forth in Section 2.3 hereof, the Warrant may be exercised by Eagle River, in whole or in part, from time to time at any time during the ten-year period that begins on the Effective Date.

2.2 If Eagle River elects to exercise the Warrant, Eagle River shall give a written notice to ICO specifying (a) the number of Warrant Shares that Eagle River will purchase and (b) the place and date (not later than ten (10) business days, nor earlier than three business days, from the date such notice is given) for the closing of such transaction.

2.3 The obligation of ICO to deliver Warrant Shares shall be subject to the condition that no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which would prohibit such sale and delivery or payment.

3. Payment and Delivery of Certificate(s) upon Exercise of Warrant for Warrant Shares . At any closing of any purchase of any Warrant Shares hereunder:

3.1 Subject to Section 3.3 below, Eagle River shall pay to ICO the Aggregate Exercise Price for the Warrant Shares so purchased by certified or cashier’s check or by wire transfer of immediately available funds to a bank account maintained by ICO.

3.2 ICO shall deliver to Eagle River a duly issued certificate (or certificates in the denominations designated by Eagle River in its notice of exercise) representing the number of the Warrant Shares purchased and the books and records of ICO shall be amended or revised to reflect the issuance and delivery of the Warrant Shares to Eagle River.

Eagle River shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date this Warrant was exercised (the date the Eagle River has fully complied with the requirements of Section 3.1 or 3.3), irrespective of the date of delivery of the certificate or certificates representing the Warrant Shares; provided that, if the date such exercise is made is a date when the stock transfer books of ICO are closed, Eagle River shall be deemed to have become the holder of record of such Warrant Shares at the close of business on the next succeeding date on which the stock transfer books are open.

3.3 If, on or prior to any date on which Eagle River elects to exercise the Warrant, in whole or in part, Eagle River may pay to ICO the Aggregate Exercise Price for the Warrant Shares so purchased by electing to have ICO cancel (and ICO shall cancel) such number of Warrant Shares as may be sufficient to satisfy the Exercise Price for the Warrant Shares (a “Cashless Exercise”). Eagle River may also elect a Cashless Exercise with respect to any or all Warrant Shares that remain subject to the Warrant on the last day that the Warrant may be exercised as provided in Section 2 above. If Eagle River elects a Cashless Exercise, then ICO shall issue to Eagle River the number of Warrant Shares determined as follows:

X= Y (A-B)

Where:	X =	the number of the Warrant Shares, subject to the Warrant, to be issued to Eagle River.
	Y =	the total number of Warrant Shares that would be issued to Eagle River if Eagle River was not electing a Cashless Exercise.
	A =	the “current market price” (as defined below; it being understood that for purposes of this Section 3, the Time of Determination shall be the date of the exercise of the Warrant) of one Warrant Share subject to the Warrant.
	B =	the Exercise Price.

3.4 The number of Warrant Shares subject to the Warrant shall be reduced at any closing by (i) the number of Warrant Shares purchased by Eagle River or (ii) in the event of a Cashless Exercise, the number of Warrant Shares issued to Eagle River plus the number of Warrant Shares cancelled to satisfy the relevant Exercise Price.

4. Representations and Warranties of ICO. ICO hereby represents, warrants and covenants to Eagle River as follows:

4.1 Due Authorization, etc . The execution, delivery and performance of this Agreement have been duly authorized by each of ICO and an independent committee of the Board of Directors of ICO consisting of members that have complete independence from Eagle River, and no other proceeding is necessary for the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by ICO and (assuming that it has been duly executed and delivered by Eagle River) constitutes legal, valid and binding obligations of ICO, enforceable against ICO in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally, by general equitable principles and by implied covenants of good faith and fair dealing.

4.2 Warrant Shares . ICO has taken and will continue to take all necessary corporate action to authorize and reserve for issuance, upon exercise of the Warrant, the Warrant Shares. The Warrant Shares, upon purchase by Eagle River, will be duly authorized, validly issued, fully paid and nonassessable, and delivered to Eagle River free and clear of all claims, liens, charges, security interests or encumbrances of any kind, including, without limitation, any preemptive or similar rights; provided, however, such Warrant Shares will be subject to the terms of the restriction on transfer of shares under state and federal securities laws.

4.3 No Violation . Neither the execution and delivery of this Agreement by ICO nor the consummation of the transactions contemplated hereby will conflict with or violate (a) any provision of its organizational documents or (b) any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to ICO or by which its properties or assets may be bound or affected.

5. Representations and Warranties of Eagle River. Eagle River hereby represents and warrants to ICO as follows:

5.1 Due Authorization . The execution, delivery and performance of this Agreement have been duly authorized by Eagle River and no other proceeding is necessary for the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Eagle River and (assuming that it has been duly executed and delivered by ICO) constitutes legal, valid and binding obligations of Eagle River, enforceable against Eagle River in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally, by general equitable principles and by implied covenants of good faith and fair dealing.

5.2 Distribution . The Warrant may only be transferred in accordance with the provisions of Section 11.1 hereof. Any Warrant Shares to be acquired upon exercise of the Warrant will not be transferred, except in a transaction registered or exempt from registration under the Securities Act and permitted by this Agreement and the Warrant Shares will bear a legend to such effect.

5.3 No Violation . Neither the execution and delivery of this Agreement by Eagle River nor the consummation of the transactions contemplated hereby will conflict with or violate (a) any provision of its organizational documents or (b) any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Eagle River or by which it properties or assets may be bound or affected.

6. Adjustment Upon Changes in Capitalization. The number and kind of shares purchasable upon the exercise of the Warrant shall be subject to adjustment form time to time as follows:

6.1 Stock Dividends, Stock Splits, Combinations, etc . In case ICO shall hereafter (a) pay a dividend or make a distribution on its Class A common stock, the shares of Class B common stock of ICO or any other shares of capital stock pari passu or junior to the Class A common stock (collectively, the “ICO Common Shares”) in ICO Common Shares, (b) subdivide any or combine any outstanding ICO Common Shares into a smaller number of shares or (c) issue by reclassification of the ICO Common Shares any shares of capital stock, the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such action shall be adjusted so that Eagle River shall be entitled to receive the number of shares of capital stock which Eagle River would have owned immediately following such action had the Warrant been exercised immediately prior thereto and appropriate adjustment shall also be made to the Exercise Price payable per share, provided the Aggregate Exercise Price payable hereunder shall remain the same. An adjustment made pursuant to this Section 6.1 shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this Section 6.1, Eagle River shall become entitled to receive shares of two (2) or more classes of capital stock of ICO, the Board of Directors of ICO (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or amount shares of such classes of capital stock.

6.2 Reclassification, Combinations, Mergers, etc . In case of any reclassification or change of outstanding ICO Common Shares issuable upon exercise of the Warrant (other than as set forth in Section 6.1 above and other than a change in par value or from par value to no par value, or from no par value to par value), or in case of any consolidation, merger or amalgamation of ICO with or into another corporation (other than a merger, acquisition or amalgamation in which ICO is the continuing corporation and which does not result in any reclassification or change of the then outstanding ICO Common Shares issuable upon exercise of the Warrant) or in case of any sale or conveyance to another Person of the property of ICO as an entirety or substantially as an entirety, then, as a condition of such reclassification, change, consolidation, merger, amalgamation, sale or conveyance, ICO or such a successor or purchasing Person, as the case may be, shall forthwith make lawful and adequate provision whereby Eagle River shall have the right thereafter to receive on exercise of the Warrant the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, amalgamation, sale or conveyance equivalent to the consideration that a holder of the ICO Common Shares issuable upon the exercise of the Warrant would have received if the Warrant had been exercised immediately prior to such reclassification, change, consolidation, merger, amalgamation, sale or conveyance, and ICO or such successor or Purchasing Person shall enter into a supplemental warrant agreement so providing. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. If the issuer of securities deliverable upon exercise of either Warrant or under the supplemental warrant agreement, is an affiliate of the former, surviving, continuing or transferee corporation, that issuer shall join in the supplemental warrant agreement. The above provisions of this Section 6.2 shall similarly apply to successive reclassifications and changes of shares of capital stock and to successive consolidations, mergers amalgamations, sales or conveyances.

6.3 Current Market Price . The current market price per ICO Common Share at any date shall be the average of the daily closing prices for the twenty (20) consecutive trading days ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (which shall be the date of the exercise of the Warrant). The closing price for any day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case (1) on the principal national securities exchange on which the ICO Common Shares are listed or to which such shares are admitted to trading or (2) if the ICO Common Shares are not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by The Nasdaq Stock Market ™ or any comparable system or (3) if the ICO Common Shares are not listed on The Nasdaq Stock Market ™ or a comparable system, the current market price per share shall be the fair market value thereof as determined in good faith by the Board of Directors of ICO.

6.4 Certificate as to Adjustment . In the case of any adjustment in the Exercise Price or number and type of securities issuable upon exercise of this Warrant, ICO will promptly give written notice to Eagle River in the form of a certificate, certified and confirmed by an officer of ICO, setting forth the adjustment in reasonable detail.

7. Specific Performance. ICO acknowledges that the Warrant and the Warrant Shares are unique and that Eagle River will not have an adequate remedy at law if ICO breaches

any covenant contained herein or fails to perform any of its obligations under this Agreement. Accordingly, ICO agrees that Eagle River shall have the right, in addition to any other rights which it may have, to specific performance and equitable injunctive relief if ICO shall fail or threaten to fail to perform any of its obligations under this Agreement.

8. Expiration. The Warrant shall expire on the earlier to occur of (i) the date on which the number of Warrant Shares remaining subject to the Warrant is reduced to zero, and (ii) at 11:59 p.m. (PST) on the tenth anniversary of the Effective Date.

9. Prohibited Actions of ICO. ICO shall not, prior to the termination of the Warrant, take any action which would have the effect of preventing or disabling ICO from delivering the Warrant Shares to Eagle River upon exercise of the Warrant or otherwise performing ICO’s obligations under this Agreement.

10. Notices to Eagle River.

10.1 So long as the Warrant is outstanding, whenever ICO shall expect to (a) pay any dividend or distribution upon any capital stock, (b) effect any recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance or other transaction involving a substantial portion of its assets, or (c) be involved in any voluntary or involuntary dissolution, liquidation, winding up or other similar transaction, at least 10 days before the proposed action or any applicable record date, ICO shall give Eagle River written notice describing the proposed action and stating the date on which (x) a record date is to be fixed for the purpose of such dividend, distribution or right, or (y) such recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance, dissolution, liquidation, winding up or other transaction is to take place and when, if any date is to be fixed, the record holders of capital stock shall be entitled to exchange their capital stock for securities or other property deliverable upon such recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance, dissolution, liquidation, winding up or other transaction.

10.2 Eagle River shall use its reasonable best efforts to keep any information delivered to it pursuant to Section 10.1 that is not publicly available (“Confidential Information”) confidential (subject to the last sentence of this Section 10.2). “Confidential Information” shall not include any information that (a) becomes generally available to the public, (b) was available to Eagle River, or has become available to Eagle River, from a source other than ICO or (c) Eagle River or its representatives independently developed without reference to any Confidential Information. Notwithstanding the foregoing, in the event that Eagle River or any representative or agent thereof is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that Eagle River will provide ICO with prompt notice of such event so that ICO may seek a protective order or other appropriate remedy and/or waive Eagle River’s compliance with this Section 10. In the event that such protective order or other remedy is not promptly obtained, or that ICO grants a waiver hereunder, Eagle River may, without liability hereunder furnish that portion of the Confidential Information Eagle River is legally required to disclose.

11. Miscellaneous.

11.1 Assignability .

(a) The rights and obligations of Eagle River with respect to all or any portion of the Warrant shall be freely assignable by Eagle River in whole, but not in part, provided, that, (x) such assignee shall, by a written instrument reasonably satisfactory to ICO, agree to assume all of Eagle River’s obligations hereunder with respect to the Warrant or relevant portion thereof being assigned and to be bound by all of the terms and conditions of this Agreement and (y) such assignment shall not violate any applicable securities law. ICO shall, if requested, issue a new Warrant or Warrants reflecting the assignee as the new holder of the Warrant.

(b) The obligations of ICO shall not be assignable without the prior written consent of Eagle River, and any purported assignment without such prior written consent shall be null and void (it being understood that any action referred to in Section 6.2 shall not be considered an assignment for the purposes of this Section 11.1(b)).

11.2 Third Parties . Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any third party any rights or remedies by virtue of this Agreement or any exercise or non-exercise of the Warrant granted hereby.

11.3 Amendments; Waivers . This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the holders entitled to purchase a majority of the Warrant Shares underlying the Warrant. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

11.4 Notices . Except as otherwise provided herein, whenever this Agreement provides that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by another, or whenever any of the parties desires to give or serve upon another any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be deemed to have been given upon personal delivery thereof, upon transmittal of such notice by telecopy (with confirmation of receipt by telecopy or telex) or five days after transmittal by registered or certified mail, postage prepaid, addressed as follows:

If to ICO:		ICO Global Communications (Holdings) Limited 4 Orinda Way Suite B240 Orinda, CA 94563 Attn: General Counsel

If to Eagle River:		Eagle River Investments, L.L.C. 2300 Carillon Point Kirkland, WA 98033 Attn: General Counsel

with a copy to:		Davis Wright Tremaine LLP 1300 SW Fifth Avenue Suite 2300 Portland, OR 97201 Attn: Benjamin G. Wolff

The addresses set forth above may be changed by any party upon furnishing to the other party a notice of change of address in accordance with the terms of this Section 11.4.

11.5 Governing Law, Service of Process; Consent to Jurisdiction .

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without regard to principles of conflicts of laws.

(b) To the fullest extent permitted by applicable law, each party hereto (x) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for Washington and in any state court located in King County, Washington and not in any other state or Federal court in the United States of America or any court in any other country, (y) agrees to submit to the exclusive jurisdiction of such courts located in the state of Washington for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby and (z) irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

11.6 Counterparts . This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.

11.7 Effect of Headings . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

11.8 Survival of Representations and Warranties . The representations, warranties, covenants and agreements shall survive any closing pursuant to this Agreement.

11.9 Expenses . Each party shall pay all fees and expenses (including costs of counsel) it incurs in connection with this Agreement.

11.10 Severability . Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained therein.

11.11 Entire Agreement . This Agreement constitutes the entire agreement between ICO and Eagle River with respect to the matters covered herein and supersedes any prior negotiations, understandings or agreements with respect to the matters contemplated hereby.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

ICO GLOBAL COMMUNICATIONS (HOLDINGS)
LIMITED, a Delaware corporation


By	/s/ Craig Jorgens
Craig Jorgens, President


EAGLE RIVER INVESTMENTS, L.L.C.,
a Washington limited liability company


By		/s/ Craig O. McCaw
Name				Craig O. McCaw
Title			Chief Executive Officer

Exhibit 10.9

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2002, is between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Company”) and EAGLE RIVER INVESTMENTS, L.L.C., a Washington limited liability company (the “Holder”).

WHEREAS, Holder holds a warrant (the “Warrant”) to acquire up to 3,000,000 shares of Class A common stock, $.0001 par value, of the Company (the “Class A Common Stock”); and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Class A Common Stock acquired by Holder pursuant to the Warrant, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions .

As used in this Agreement:

(i) the term “Act” means the Securities Act of 1933, as amended;

(ii) the term “Affiliate” or “Holder Affiliate” means any entity, or any employee or member of any entity, over which Holder or an Other Holder, as applicable, has direct or indirect majority voting control or which has direct or indirect majority voting control over Holder.

(iii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(v) the term “Exchange Act” means the Securities Exchange Act of 1934; and

(vi) the term “Holder” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the term “Other Holders” means those parties listed on Schedule A hereto and any Affiliate of such Holder;

(ix) the term “Registrable Securities” means (A) the Class A Common Stock issued or issuable to Holder upon the exercise, in full or in part, of the Warrant and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares of Class A Common Stock;

(x) the term “Registration Expenses” means all third-party expenses incurred by the Company in compliance with Section 2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the underwriters, if any, blue sky fees and expenses and the third-party expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company);

2. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or any successor form, or (iii) a registration pursuant to a demand by one or more Other Holders) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(b) Priority on Registrations . Holder acknowledges and agrees that its rights under this Section 2 shall, on a pro rata basis with all other holders of Class A Common Stock included in the registration and subject to the priority of any Common Stock to be registered by Company, be subject to cutback provisions imposed by a managing underwriter. If, as a result of the cutback provisions of the preceding sentence, Holder is not entitled to include all of its requested Registrable Shares in such registration, then Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

(d) Registration Procedures . Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefore, and pursuant thereto Company will as expeditiously as possible:

(iii) Furnish to Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Holder.

(v) Notify Holder, at any time when a registration statement under the Act that registers any of Holder’s Registrable Securities is effective, of the happening of any event

as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Holder, Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(vi) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(vii) Furnish, at Holder’s request, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder requesting registration and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder.

(g) Indemnification .

stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company or any underwriter by Holder expressly for use therein or results from Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(ii) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person’s agents or representatives, against any Losses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(iii) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party (as defined herein) or any officer, director, or controlling person of such Indemnified Party and will survive the transfer of Registrable Securities. The Indemnifying Party also agrees to make such provisions, as are reasonably requested by an Indemnified Party, for contribution to such party in the event such Indemnifying Party’s indemnification is unavailable for any reason.

(iv) Each party entitled to indemnification under this Section 2(g) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2(g) unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall furnish such information regarding itself or the claim in

question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(v) If the indemnification provided for in this Section 2(g) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4. Rule 144 Reporting .

(a) make and keep public information available as those terms are understood and defined in Rule 144 of the Act, at all times from and after ninety (90) days following the effective date of the first registration under the Act filed by the Company for an offering of its Common Stock to the general public;

(c) so long as Holder owns any Registrable Securities, furnish to Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of

Rule 144 of the Act (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing Holder to sell any such securities without registration.

6. Termination . The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of all of the Registrable Securities to any non-affiliated third party other than a transfer to an Other Holder. Upon termination pursuant to this Section 6 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

7. Notices . All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature , or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at the address or fax number set forth Company’s signature, or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

8. No Assignment . This Agreement is personal to Holder and shall not be assignable, by operation of law or otherwise to any third party other than a Holder Affiliate; provided that Holder may transfer all or part of its rights under this Agreement to a party to which it has assigned all or part of its rights under either the Warrant pursuant to Section 11 of the Warrant.

9. Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

10. GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF WASHINGTON.

12. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

14. Term . This Agreement and the rights granted hereunder shall expire on the fifth anniversary of the date set forth in the preamble to this Agreement.

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IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

HOLDER:

EAGLE RIVER INVESTMENTS, L.L.C.

By:	/s/ Craig O. McCaw
Name:				Craig O. McCaw
Title:			Chief Executive Officer

Address:						2300 Carillon Point
						Kirkland, WA 98033
						Attn: General Counsel
						Fax: (425) 828-8061


ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


By:		/s/ Craig Jorgens
Name:					Craig Jorgens
Title:					President


Address:							4 Orinda Way
							Suite B240
							Orinda, CA 94563
							Attn: General Counsel
Fax:

SCHEDULE A

OTHER HOLDERS’ADDRESSES FOR NOTICES

The signatories (other than Eagle River Investments, L.L.C.) to that certain Registration Rights Agreement dated May 15, 2000 between ICO, Eagle River Investments, L.L.C. and certain other persons identified therein.

CDR-Satco, LLC

c/o Clayton, Dubilier & Rice, Inc.,

375 Park Avenue

New York, NY 10152

Fax: 212-893-7050

Cascade Investment, LLC

2365 Carillon Point

Kirkland,WA 98033

Fax: (425) 889-0288

Exhibit 10.10

ASSIGNMENT OF WARRANTS

This Assignment of Warrants (the “Agreement”) is made as of December 19,2003, between Teledesic LLC, a Delaware limited liability company (“Teledesic”), The Boeing Company, a Delaware corporation (“Boeing”), and, solely for the purposes of Section 3 of this Agreement, ICO Global Communications (Holdings) Limited, a Delaware corporation (“ICO”).

BACKGROUND

A. Pursuant to a Warrant Agreement dated as of December 12, 2002 (the “Warrant Agreement”), Teledesic holds a warrant to purchase up to an aggregate of 2 million shares (the “Warrant Shares”) of Class A common stock, par value $.01 per share, of ICO at an exercise price of $0.01 per Warrant Share exercised. A copy of the Warrant Agreement is attached to this Agreement as Exhibit A.

B. Pursuant to that certain Settlement Agreement and Mutual Release dated as of December 19, 2003 among Teledesic, Teledesic Corporation, a Delaware corporation, and Boeing, Teledesic agreed to assign to Boeing a portion of the Warrant Shares.

AGREEMENT

In consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Teledesic and Boeing agree as follows:

1. Assignment. Teledesic hereby assigns, transfers and conveys to Boeing its right, title and interest pursuant to the Warrant Agreement to purchase 172,110 Warrant Shares (the “Transferred Warrants”). Boeing’s exercise of the Transferred Warrants will be subject to and upon the terms and conditions set forth in the Warrant Agreement.

2. Assumption. Boeing accepts such assignment and agrees to assume all of Teledesic’s obligations under the Warrant Agreement with respect to the Transferred Warrants and agrees to be bound by and perform in accordance with all of the terms and conditions of the Warrant Agreement with respect to the Transferred Warrants. Teledesic shall have no further rights or obligations with respect to the Transferred Warrants. For the purposes of Section 11.4 of the Warrant Agreement, the address of Boeing is as follows:

The Boeing Company

100 N. Riverside, MC 5003-1001

Chicago, IL 60606-1596

Attn: Corporate Secretary

3. Consent. ICO hereby consents to the assignment of the Transferred Warrants and the form of this Agreement as required by Sections 11.1 and 11.3 of the Warrant Agreement. ICO agrees to register the transfer of the Transferred Warrants on the books of ICO. ICO also agrees to issue a new warrant agreement to Boeing representing the right to purchase the

Transferred Warrants and a new warrant agreement to Teledesic representing the right to purchase the remaining 1,827,890 Warrant Shares represented by the original Warrant Agreement; each new warrant agreement shall have terms identical to the Warrant Agreement except with respect to the number of Warrant Shares subject to such new agreement and, in the case of Boeing, the name of the holder of the new warrant agreement and the required addresses for notice as set forth in Section 2 above.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized representative to execute and deliver this Agreement as of the date first written above.

	TELEDESIC LLC
	By:		/s/ Dennis James
	Dennis James, President


	THE BOEING COMPANY

	By	/s/ Brent Reed
	Name:					Brent Reed
	Title:				Director, Corporate Development

For the purposes of Section 3 only.

	ICO GLOBAL COMMUNICATIONS (HOLDINGS)
	LIMITED


	By:			/s/ Craig N Jorgens
	Craig Jorgens, President

ASSIGNMENT OF OPTIONS

Exhibit A

WARRANT AGREEMENT

This Warrant Agreement (this “Agreement”) is made and entered into as of December 12, 2002 (the “Effective Date”), by and between Teledesic LLC, a Delaware limited liability company (“Teledesic”), and ICO Global Communications (Holdings) Limited, a Delaware corporation (“ICO”).

RECITALS:

A. ICO’s wholly owned subsidiary, ICO Global Limited, a Delaware corporation (“IGL”), is indebted to Teledesic pursuant to the terms of that certain Credit Agreement dated May 12, 2000 as amended (the “Credit Agreement”). ICO guaranteed IGL’s obligations under the Credit Agreement.

B. ICO, IGL, Eagle River Investments LLC, a Washington limited liability company (“Eagle River”), and Teledesic entered into that certain Binding Settlement Agreement dated December 6, 2002 (the “Settlement Agreement”) pursuant to which (i) ICO, IGL and Teledesic agreed to partially compromise the obligations under the Credit Agreement and release claims each may have against the other, (ii) Eagle River agreed to purchase Teledesic’s rights in and to the Credit Agreement, and (iii) Eagle River agreed to modify certain provisions of the Credit Agreement.

C. As an inducement to Teledesic to compromise IGL and ICO’s obligations under the Credit Agreement, ICO agreed to issue Teledesic warrants to purchase shares of ICO Class A common stock as set forth below.

NOW THEREFORE, in consideration of the premises and the value given under the Settlement Agreement and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ICO and Teledesic agree as follows:

1. Grant of Warrant.

1.1 Warrant. ICO hereby grants to Teledesic a warrant (the “Warrant”), subject to the provisions of this Agreement, to purchase up to sin aggregate of 2,000,000 shares of ICO Class A common stock (subject to adjustment as set forth in Sections 6 and 7 below) (the “Warrant Shares”).

1.2 Exercise Price. The “Exercise Price” shall be $0.01 per share of ICO Class A common stock (subject to adjustment as set forth in Section 6 below) and the “Aggregate Exercise Price” shall be the total amount paid by Teledesic in connection with the exercise of the Warrant.

WARRANT AGREEMENT

EXECUTION COPY

2. When Warrant May Be Exercised.

2. 1 Subject to the condition set forth in Section 2.3 hereof, the Warrant may be exercised by Teledesic, in whole or in part, from time to time at any time during the ten-year period that begins on the Effective Date.

2.2 If Teledesic elects to exercise the Warrant, Teledesic shall give a written notice to ICO specifying (a) the number of Warrant Shares that Teledesic will purchase and (b) the place and date (not later than ten (10) business days, nor earlier than three business days, from the date such notice is given) for the closing of such transaction.

3. Payment and Delivery of Certiflcate(s) upon Exercise of Warrant for Warrant Shares. At any closing of any purchase of any Warrant Shares hereunder:

3.1 Subject to Section 3.3 below, Teledesic shall pay to ICO the Aggregate Exercise Price for the Warrant Shares so purchased by certified or cashier’s check or by wire transfer of immediately available funds to a bank account maintained by ICO.

3.2 ICO shall deliver to Teledesic a duly issued certificate (or certificates in the denominations designated by Teledesic in its notice of exercise) representing the number of the Warrant Shares purchased and the books and records of ICO shall be amended or revised to reflect the issuance and delivery of the Warrant Shares to Teledesic.

Teledesic shall for all purposes be deemed to have become the holder of record of such Warrant Shares on the date this Warrant was exercised (the date the Teledesic has fully complied with the requirements of Section 3.1 or 3.3), irrespective of the date of delivery of the certificate or certificates representing the Warrant Shares; provided that, if the date such exercise is made is a date when the stock transfer books of ICO are closed, Teledesic shall be deemed to have become the holder of record of such Warrant Shares at the .close of business on the next succeeding date on which the stock transfer books are open.

3.3 If, on or prior to any date on which Teledesic elects to exercise the Warrant, in whole or in part, Teledesic may pay to ICO the Aggregate Exercise Price for the Warrant Shares so purchased by electing to have ICO cancel (and ICO shall cancel) such number of Warrant Shares as may be sufficient to satisfy the Exercise Price for the Warrant Shares (a “Cashless Exercise”). Teledesic may also elect a Cashless Exercise with respect to any or all Warrant Shares that remain subject to the Warrant on the last day that the Warrant may be exercised as provided in Section 2 above. If Teledesic elects a Cashless Exercise, then ICO shall issue to Teledesic the number of Warrant Shares determined as follows:

	X= Y(A-B)
	A

Where:		X = the number of the Warrant Shares, subject to the Warrant, to be issued to Teledesic.
		Y = the total number of Warrant Shares that would be issued to Teledesic if Teledesic was not electing a Cashless Exercise.
		A = the “current market price” (as defined below; it being understood that for purposes of this Section 3, the Time of Determination shall be the date of the exercise of the Warrant) of one Warrant Share subject to the Warrant.
		B = the Exercise Price.

3.4 The number of Warrant Shares subject to the Warrant shall be reduced at any closing by (i) the number of Warrant Shares purchased by Teledesic or (ii) in the event of a Cashless Exercise, the number of Warrant Shares issued to Teledesic plus the number of Warrant Shares cancelled to satisfy the relevant Exercise Price.

4. Representations and Warranties of ICO. ICO hereby represents, warrants and covenants to Teledesic as follows:

4.1 Due Authorization, etc. The execution, delivery and performance of this Agreement have been duly authorized by each of ICO and an independent committee of the Board of Directors of ICO consisting of members that have complete independence from Teledesic, and no other proceeding is necessary for the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by ICO and (assuming that it has been duly executed and delivered by Teledesic) constitutes legal, valid and binding obligations of ICO, enforceable against ICO in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally, by general equitable principles and by implied covenants of good faith and fair dealing.

4.2 Warrant Shares. ICO has taken and will continue to take all necessary corporate action to authorize and reserve for issuance, upon .exercise of the Warrant, the Warrant Shares. The Warrant Shares, upon purchase by Teledesic will be duly authorized, validly issued, fully paid and nonassessable, and delivered to Teledesic free and clear of all claims, liens, charges, security interests or encumbrances of any kind, including, without limitation, any preemptive or similar rights; provided, however, such Warrant Shares will be subject to the terms of the restriction on transfer of shares under state and federal securities laws.

4.3 No Violation. Neither the execution and delivery of this Agreement by ICO nor the consummation of the transactions contemplated hereby will conflict with or violate (a) any provision of its organizational documents or (b) any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to ICO or by which its properties or assets may be bound or affected.

5. Representations and Warranties of Teledesic. Teledesic hereby represents and warrants to ICO as follows:

5.1 Due Authorization. The execution, delivery and performance of this Agreement have been duly authorized by Teledesic and no other proceeding is necessary for the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Teledesic and (assuming that it has been duly executed and delivered by ICO) constitutes legal, valid and binding obligations of Teledesic, enforceable against Teledesic in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally, by general equitable principles and by implied covenants of good faith and fair dealing.

5.2 Distribution. The Warrant may only be transferred in accordance with the provisions of Section 11.1 hereof. Any Warrant Snares to be acquired upon exercise of the Warrant will not be transferred, except in a transaction registered or exempt from registration under the Securities Act and permitted by this Agreement and the Warrant Shares will bear a legend to such effect.

5.3 No Violation. Neither the execution and delivery of this Agreement by Teledesic nor the consummation of the transactions contemplated hereby will conflict with or violate (a) any provision of its organizational documents or (b) any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Teledesic or by which it properties or assets may be bound or affected.

6. Adjustment Upon Changes in Capitalization. The number and kind of shares purchasable upon the exercise of the Warrant shall be subject to adjustment form time to time as follows:

6.1 Stock Dividends, Stock Splits, Combinations, etc. In case ICO shall hereafter (a) pay a dividend or make a distribution on its Class A common stock, the shares of Class B common stock of ICO or any other shares of capital stock pari passu or junior to the Class A common stock (collectively, the “ICO Common Shares”) in ICO Common Shares, (b) subdivide any or combine any outstanding ICO Common Shares into a smaller number of shares or (c) issue by reclassification of the ICO Common Shades any shares of capital stock, the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such action shall be adjusted so that Teledesic shall be entitled to receive the number of shares of capital stock which Teledesic would have owned immediately following such action had the Warrant been exercised immediately prior thereto and appropriate adjustment shall also be made to the Exercise Price payable per share, provided the Aggregate Exercise Price payable hereunder shall remain the same. An adjustment made pursuant to this Section 6.1 shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this Section 6.1, Teledesic shall become entitled to receive shares of two (2) or more classes of capital stock of ICO, the Board of Directors of ICO (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or amount shares of such classes of capital stock.

6.2 Reclassification, Combinations, Mergers, etc . In case of any reclassification or change of outstanding ICO Common Shares issuable upon exercise of the Warrant (other than as set forth in Section 6.1 above and other than a change in par value or from par value to no par value, or from no par value to par value), or in case of any consolidation, merger or amalgamation of ICO with or into another corporation (other than a merger, acquisition or amalgamation in which ICO is the continuing corporation and which does not result in any reclassification or change of the then outstanding ICO Common Shares issuable upon exercise of the Warrant) or in case of any sale or conveyance to another Person of the property of ICO as an entirety or substantially as an entirety, then, as a condition of such reclassification, change, consolidation, merger, amalgamation, sale or conveyance, ICO or such a successor or purchasing Person, as the case may be, shall forthwith make lawful and adequate provision whereby Teledesic shall have the right thereafter to receive on exercise of the Warrant the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, amalgamation, sale or conveyance equivalent to the consideration that a holder of the ICO Common Shares issuable upon the exercise of the Warrant would have received if the Warrant had been exercised immediately prior to such reclassification, change, consolidation, merger, amalgamation, sale or conveyance, and ICO or such successor or Purchasing Person shall enter into a supplemental warrant agreement so providing. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. If the issuer of securities deliverable upon exercise of either the Warrant or under the supplemental warrant agreement, is an affiliate of the former, surviving, continuing or transferee corporation, that issuer shall join in the supplemental warrant agreement. The above provisions of this Section 6.2 shall similarly apply to successive reclassifications and changes of shares of capital stock and to successive consolidations, mergers, amalgamations, sales or conveyances.

6.3 Current Market Price . The current market price per ICO Common Share at any date shall be the average of the daily closing prices for the twenty (20) consecutive trading days ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (which shall be the date of the exercise of the Warrant). The closing price for any day shall be the last reported sale price as reported on Bloomberg or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices as reported on Bloomberg for such day, in each case (1) on the principal national securities exchange on which the ICO Common Shares are listed or to which such shares are admitted to trading or (2) if the ICO Common Shares are not listed or admitted to trading on a national securities exchange, in the over-the-counter market as reported by The Nasdaq Stock Market ™ or any comparable system or (3) if the ICO Common Shares are not listed or admitted to trading on The Nasdaq Stock Market ™ or a comparable system, the current market price per share shall be the fair market value thereof as determined in good faith by the Board of Directors of ICO.

6.4 Certificate as to Adjustment . In the case of any adjustment in the Exercise Price or number and type of securities issuable upon exercise of this Warrant, ICO will promptly give written notice to Teledesic in the form of a certificate, certified and confirmed by an officer of ICO, setting forth the adjustment in reasonable detail.

7. Specific Performance. ICO acknowledges that the Warrant and the Warrant Shares are unique and that Teledesic will not have an adequate remedy at law if ICO breaches any covenant contained herein or fails to perform any of its obligations under this Agreement. Accordingly, ICO agrees that Teledesic shall have the right, in addition to any other rights which it may have, to specific performance and equitable injunctive relief if ICO shall fail or threaten to fail to perform any of its obligations under this Agreement.

9. Prohibited Actions of ICO. ICO shall not, prior to the termination of the Warrant, take any action by amendment of ICO’s Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, which would have the effect of preventing or disabling ICO from delivering the Warrant Shares to Teledesic upon exercise of the Warrant or otherwise performing ICO’s obligations under this Agreement.

10. Notices to Teledesic.

10.1 So long as the Warrant is outstanding, whenever ICO shall expect to (a) pay any dividend or distribution upon any capital stock, (b) effect any recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance or other transaction involving a substantial portion of its assets, or (c) be involved in any voluntary or involuntary dissolution, liquidation, winding up or other similar transaction, at least 10 days before the proposed action or any applicable record date, ICO shall give Teledesic written notice describing the proposed action and stating the. date on which (x) a record date is to be fixed for the purpose of such dividend, distribution or right, or (y) such recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance, dissolution, liquidation, winding up or other transaction is to take place and when, if any date is to be fixed, the record holders of capital stock shall be entitled to exchange their capital stock for securities or other property deliverable upon such recapitalization, merger, amalgamation, consolidation, reorganization, transfer, sale, lease, conveyance, dissolution, liquidation, winding up or other transaction.

10.2 Teledesic shall use its reasonable best efforts to keep any information delivered to it pursuant to Section 10.1 that is not publicly available (“Confidential Information”) confidential (subject to the last sentence of this Section 10.2). “Confidential Information” shall not include any information that (a) becomes generally available to the public, (b) was available to Teledesic, or has become available to Teledesic, from a source other than ICO or (c) Teledesic or its representatives independently developed without reference to any Confidential Information. Notwithstanding the foregoing, in the event that Teledesic or any representative or agent thereof is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that Teledesic will provide ICO with prompt notice of such event so that ICO may seek a protective order or other appropriate remedy and/or waive Teledesic’s compliance with this Section 10. In the event that such protective order or other remedy is not

promptly obtained, or that ICO grants a waiver hereunder, Teledesic may, without liability hereunder furnish that ‘portion of the Confidential Information Teledesic is legally required to disclose.

11. Miscellaneous.

11.1 Assignability .

(a) The rights and obligations of Teledesic with respect to all or any portion of the Warrant shall be freely assignable by Teledesic, in whole but not in part, provided, that, (x) such assignee shall, by a written instrument reasonably satisfactory to ICO, agree to assume all of Teledesic’s obligations hereunder with respect to the Warrant or relevant portion thereof being assigned and to be bound by all of the terms and conditions of this Agreement and (y) such assignment shall not violate any applicable securities law. ICO shall, if requested, issue a new Warrant or Warrants reflecting the assignee as the new holder of the Warrant.

(b) The obligations of ICO shall not be assignable without the prior written consent of Teledesic, and any purported assignment without such prior written consent shall be null and void (it being understood that any action referred to in Section 6.2 shall not be considered an assignment for the purposes of Section 11.1 (b)).

11.3 Amendments: Waivers . This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the holders entitled to purchase a majority of the Warrant Shares underlying the Warrant. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

If to ICO:		ICO Global Communications (Holdings) Limited
		4 Orinda Way
		Suite B240
		Orinda, CA 94563
		Attn: General Counsel

with a copy to:		Davis Wright Tremaine LLP
		1300 SW Fifth Avenue
		Suite 2300
		Portland, OR 97201
		Attn: Benjamin G. Wolff

If to Teledesic:		Teledesic LLC
		3740 Carillon Point
		Kirkland, Washington 98033
		Attn: General Counsel

with a copy to:		Perkins Coie
		1201 3 ^rd Avenue, Suite 4800
		Seattle, WA 98101-3099
		Attn: James Gradel

The addresses set forth above may be changed by any party upon furnishing to the other party a notice of change of address in accordance with the terms of this Section 11.4.

11.5 Governing Law, Service of Process, Consent to Jurisdiction .

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the state of Washington, without regard to principles of conflicts of laws.

11.6 Counterparts . This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.

11.8 Survival of Representations and Warranties . The representations, warranties, covenants and agreements shall survive any closing pursuant to this Agreement.

11.9 Expenses . Each party shall pay all fees and expenses (including costs of counsel) it incurs in connection with this Agreement.

11.11 Entire Agreement . This Agreement constitutes the entire agreement between ICO and Teledesic with respect to the matters covered herein and supersedes any prior negotiations, understandings or agreements with respect to the matters contemplated hereby.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

	ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation


	By	/s/ Craig N Jorgens
	Craig Jorgens, President


	TELEDESIC LLC, a Delaware limited liability company


	By	/s/ Dennis James
	Dennis James, President

Exhibit 10.11

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2002, is between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Company”), and TELEDESIC LLC, a Delaware limited liability company (the “Holder”).

WHEREAS, Holder holds a warrant (the “Warrant”) to acquire up to 2,000,000 shares of Class A common stock, $.0001 par value, of the Company (the “Class A Common Stock”) and an option (the “Option”) to acquire up to 4,666,666 shares of Class A Common Stock; and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Class A Common Stock acquired by Holder pursuant to the Warrant and/or the Option, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Definitions .

As used in this Agreement:

(i) the term “Act” means the Securities Act of 1933, as amended;

(iii) the term “Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(v) the term “Exchange Act” means the Securities Exchange Act of 1934; and

(vi) the term “Holder” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the term “Other Holders” means those parties listed on Schedule A hereto and any Affiliate of such Holder;

(ix) the term “Registrable Securities” means (A) the Class A Common Stock issued or issuable to Holder upon the exercise, in full or in part, of the Warrant and/or the Option and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares of Class A Common Stock;

2. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or any successor form, or (iii) a registration pursuant to a demand by one or more Other Holders) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(d) Registration Procedures . Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefore, and pursuant thereto Company will as expeditiously as possible:

such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(vi) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(g) Indemnification .

(ii) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person’s agents or representatives, against any Losses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4. Rule 144 Reporting .

(c) so long as Holder owns any Registrable Securities, furnish to Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 of the Act (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing Holder to sell any such securities without registration.

5. “Market Stand-off” Agreement . Holder will agree, if requested by the Company or an underwriter of capital stock or other securities of the Company, not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by Holder, except in connection with a Piggyback Registration, during the 180 day period following any registration statement filed under the Act to register capital stock or other securities of the Company. The Market Standoff obligations set forth in this section shall not apply in the event that, during such 180-day period, Holder adopts a plan of liquidation or other similar distribution for all of the assets of Holder (excluding a cash reserve of not more than $1 million and other assets of not more than $100,000 in value).

6. Termination . The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of all of the Registrable Securities to any non-affiliated third party other than a transfer to an Other Holder. Upon termination pursuant to this Section 6 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

7. Notices . All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature, or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at the address or fax number set forth Company’s signature, or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

9. Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

10. GOVERNMENT LAW . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF WASHINGTON.

12. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

14. Term . This Agreement and the rights granted hereunder shall expire on the fifth anniversary of the date set forth in the preamble to this Agreement.

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IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

HOLDER:

TELEDESIC LLC

By:		/s/ Dennis James
Name:				Dennis James
Title:			President

Address:						3740 Carillon Point
						Kirkland, Washington 98033
						Attn: General Counsel
Fax: (425) 602-6470


ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED


By:	/s/ Craig Jorgens
Name:				Craig Jorgens
Title:			President


Address:					4 Orinda Way
					Suite B240
					Orinda, CA 94563
					Attn: General Counsel
Fax:

SCHEDULE A

OTHER HOLDERS’ ADDRESSES FOR NOTICES

The signatories to that certain Registration Rights Agreement dated May 15, 2000 between ICO, Eagle River Investments, L.L.C. and certain other persons identified therein.

Eagle River Investments, L.L.C.

2300 Carillon Point

Kirkland, WA 98033

Fax: (425) 828-8061

CDR-Satco, LLC

c/o Clayton, Dubilier & Rice, Inc.,

375 Park Avenue

New York, NY 10152

Fax: 212-893-7050

Cascade Investment, LLC

2365 Carillon Point

Kirkland, WA 98033

Fax: (425) 889-0288

Exhibit 10.12

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of July , 2002, is between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Company”) and CCI INTERNATIONAL N.V., a Netherlands Antilles corporation (the “Holder”).

RECITALS

WHEREAS, Holder has purchased on or about the date of this Agreement 583,253 shares and, upon the satisfaction of certain conditions, will acquire another 583,252 shares of Class A common stock, $.01 par value, of the Company (the “Class A Common Stock”); and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Class A Common Stock purchased by Holder, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

AGREEMENT

1. Definitions.

As used in this Agreement:

(i) the term “ Act ” means the Securities Act of 1933, as amended;

(ii) the term “ Affiliate ” or “ Holder Affiliate ” means any entity, or any employee or member of any entity, over which Holder or an Other Holder, as applicable, has direct or indirect majority voting control or which has direct or indirect majority voting control over Holder;

(iii) the term “ Commission ” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(iv) the term “ Common Stock ” means any and all classes of the Company’s common stock as authorized pursuant to the Company’s Restated Certificate of Incorporation, as may be amended or restated from time to time;

(v) the term “ Exchange Act ” means the Securities Exchange Act of 1934;

(vi) the term “ Holder ” means any of Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the term “ Other Holders ” means those parties listed on Schedule A hereto and any Affiliate of such Other Holders;

(viii) the terms “ register ,” “ registered ” and “ registration ” mean a registration effected by preparing and filing a registration statement in compliance with the Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

(ix) the term “ Registrable Securities ” means (A) the Class A Common Stock and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Class A Common Stock; and

(x) the term “ Registration Expenses ” means all third-party expenses incurred by the Company in compliance with Section 2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the underwriters, if any, blue sky fees and expenses and the third-party expenses of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

2. Company Registration .

(a) Right to Register . Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the Act or effected on Form S-4 or any successor form) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(b) Priority on Registrations . Holder acknowledges and agrees that (i) its rights under this Section 2 shall, on a pro rata basis with all other holders of Registrable Securities (subject to clause (ii) below, and further subject to the priority of any Common Stock to be registered by Company), be subject to cutback provisions imposed by a managing underwriter, and (ii) the Company may grant rights from time to time that have priority over the rights granted by this Agreement where the Company determines that it is in its best interests to do so. If, as a result of the cutback provisions of the preceding sentence, Holder is not entitled to include all of its requested Registrable Shares in such registration, then Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

(c) Underwritten Offerings . In the event of an underwritten offering, Holder shall make such arrangements with the underwriters so that each Holder may participate in the offering on the same terms as Company and any other holders selling securities in such offering.

(d) Registration Procedures . Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefor, and pursuant thereto Company will as expeditiously as possible:

(i) Cause the registration statement to be used for the Piggyback Registration to include Holder’s Registrable Securities. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, Company shall determine for any reason to withdraw or delay effectiveness of the registration statement, Company may, at its election, give written notice of such determination to Holder and, (x) in the case of a determination to withdraw the registration statement, Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement, and (y) in the case of a determination to delay effectiveness, Company shall be permitted to delay effectiveness for any period of the delay.

(ii) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than thirty (30) days and comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition thereof by Holder set forth in such registration statement.

(iii) Furnish to Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Holder.

(iv) Use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such United States jurisdictions as Holder may reasonably request and do any and all other acts and things which may be reasonable necessary or advisable to enable Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by Holder, provided that Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify for this subparagraph, (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction.

(v) Notify Holder, at any time when a registration statement under the Act that registers any of Holder’s Registrable Securities is effective, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Holder, Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(vi) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(vii) Furnish, at Holder’s request, on the date that Holder’s Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (A) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder, if Holder requests registration and (B) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

(e) Holder agrees that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 2(d)(v), Holder will discontinue disposition of its Registrable Securities pursuant to such registration statement until Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2(d)(v), or until Holder is advised in writing by Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Company, Holder will deliver to Company (at Company’s expense) all copies, other than permanent file copies then in Holder’s possession, of the prospectus covering such Registrable Securities which are current at the time of the receipt of such notice.

(f) Expenses of Company Registration . Company shall pay Registration Expenses. Holder shall pay all fees and disbursements of its attorneys and accountants, as well as all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by Holder.

(g) Indemnification .

(i) Company agrees to indemnify, to the extent permitted by law, Holder and its legal counsel, against all losses, liabilities, claims, damages and expenses (“Losses”) caused by any untrue or alleged untrue statement of material fact contained in any registration statement in which Holder is participating, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Company or any underwriter by Holder expressly for use therein or results from Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(iii) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party (as defined herein) or any officer, director, or controlling person of such Indemnified Party and will survive the transfer of Registrable Securities. The Indemnifying Party also agrees to make such provisions, as are reasonably requested by an Indemnified Party, for contribution to such party in the event such Indemnifying Party’s indemnification is unavailable for any reason.

(iv) Each party entitled to indemnification under this Section 2(g) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2(g) unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(v) If the indemnification provided for in this Section 2(g) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the Indemnifying Party, in 1ieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the

Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(vi) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

3. Information by Holder. Holder shall furnish to the Company such information regarding Holder and the distribution of shares proposed by Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

4. Rule 144 Reporting.

(a) make and keep public information available as those terms are understood and defined in Rule 144 of the Act, at all times from and after ninety (90) days following the effective date of the first registration under the Act filed by the Company for an offering of its Common Stock to the general public;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(c) so long as Holder owns any Registrable Securities, furnish to Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as Holder may reasonably request in availing himself of any rule or regulation of the Commission allowing Holder to sell any such securities without registration.

5. “Market Stand-off” Agreement. Holder will agree, if requested by the Company or an underwriter of capital stock or other securities of the Company, not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by Holder, except in connection with a Piggyback Registration, during the 180 day period following any registration statement filed under the Act to register capital stock or other securities of the Company.

If requested by a managing underwriter of a registered offering, Holder shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions

with respect to the shares (or securities) subject to the foregoing restriction until the end of such period.

6. Termination . The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of the Registrable Securities to any non-affiliated third party other than a transfer to an Other Holder. Upon termination pursuant to this Section 6 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

7. Notices . All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature, or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at the address or fax number set forth below the Company’s signature, or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

8. Assignment . This Agreement shall not be assignable by Holder, by operation of law or otherwise, to any third party. Notwithstanding the foregoing, Holder may assign its rights hereunder in connection with the transfer of some or all of the Registrable Securities to not more than ten (10) persons or entities (“Permitted Assignees”); provided, that each of the Permitted Assignees execute, prior to such assignment, a joinder to this Agreement and acknowledgement that no subsequent transfer by the Permitted Assignee will be permitted.

9. Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

10. GOVERNING LAW . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE.

11. No Inconsistent Agreements . The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that conflicts with or would limit the rights granted to Holder in this Agreement or otherwise conflicts with the provisions hereof.

12. Amendments and Waivers . No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

13. Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

14. Term . This Agreement and the rights granted hereunder shall expire on the fifth anniversary of the date set forth in the preamble to this Agreement.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

CCI INTERNATIONAL N.V.

By:
Name:
Title:

Address:
			12020 Sunrise Valley Drive, Suite 100
			Reston, VA 20191
			Attn: C.J. Waylan
			Fax: (703) 938-2699


ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED


By:
Name:		Craig Jorgens
Title:	President


Address:
			4 Orinda Way
			Suite B240
			Orinda, CA 94563
			Attn: General Counsel
			Fax: (925) 253-4912

SCHEDULE A

OTHER HOLDERS’ ADDRESSES FOR NOTICES

Eagle River Investments, LLC

2300 Carillon Point

Kirkland, WA 98033

Fax: (425)828-8061

CDR-Satco, LLC

c/o Clayton, Dubilier & Rice, Inc.,

375 Park Avenue

New York, NY 10152

Fax: 212-893-7050

Cascade Investment, LLC

2365 Carillon Point

Kirkland, WA 98033

Fax: (425) 889-0288

Exhibit 10.13

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 2, 2002, is between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (the “Company”) and ELLIPSO PRIVATE HOLDINGS, INC., a Delaware corporation (the “Holder”).

RECITALS

WHEREAS, Holder has purchased on or about the date of this Agreement 1,570,832 shares and will acquire, upon the satisfaction of certain conditions, another 1,570,833 shares and, upon the conversion of certain convertible securities, up to another 93,000 shares of Class A common stock, $.01 par value, of the Company (collectively, the “Class A Common Stock”); and

WHEREAS, the Company wishes to grant Holder certain registration rights with respect to the shares of Class A Common Stock purchased by Holder, as provided further herein.

NOW THEREFORE, in consideration of the promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

AGREEMENT

1. Definitions.

As used in this Agreement:

(i) the term “ Act ” means the Securities Act of 1933, as amended;

(iii) the term “ Commission ” means the Securities and Exchange Commission or any other federal agency at the time administering the Act;

(v) the term “ Exchange Act ” means the Securities Exchange Act of 1934;

(vi) the term “ Holder ” means any Holder or any Holder Affiliate that holds Registrable Securities;

(vii) the term “ Other Holders ” means those parties listed on Schedule A hereto and any Affiliate of such Other Holders;

2. Company Registration.

(a) Right to Register. Whenever Company proposes to register any of its Common Stock under the Act (other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating to a transaction covered by Rule 145 under the Act or effected on Form S-4 or any successor form, or (iii) a registration pursuant to a demand by one or more Other Holders) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Company will: (a) give prompt written notice thereof to Holder (which shall include a list of the jurisdictions in which Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws) and (b) subject to Section 3 hereof, include in such registration and any related qualification under blue sky laws or other compliance, and in any underwriting involved therein, all Registrable Securities of Holder as specified in a written request or requests made within twenty (20) days after receipt of such written notice from Company.

(b) Priority on Registrations. Holder acknowledges and agrees that (i) its rights under this Section 2 shall, on a pro rata basis with all other holders of Registrable Securities (subject to clause (ii) below, and further subject to the priority of any Common Stock to be registered by Company), be subject to cutback provisions imposed by a managing underwriter, and (ii) the Company may grant rights from time to time that have priority over the rights granted by this Agreement where the Company determines that it is in its best interests to do so. If, as a result of the cutback provisions of the preceding sentence, Holder is not entitled to include all of its requested Registrable Shares in such registration, then Holder may elect to withdraw its request to include any or all of its Registrable Shares in such registration.

(c) Underwritten Offerings. In the event of an underwritten offering, Holder shall make such arrangements with the underwriters so that each Holder may participate in the offering on the same terms as Company and any other holders selling securities in such offering.

(d) Registration Procedures. Whenever Holder requests that any Registrable Securities be registered pursuant to this Agreement, Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition therefor, and pursuant thereto Company will as expeditiously as possible:

such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading.

(vi) Cause all such Registrable Securities to be listed on such securities exchange or market on which the Company’s Common Stock is then listed.

(f) Expenses of Company Registration. Company shall pay Registration Expenses. Holder shall pay all fees and disbursements of its attorneys and accountants, as well as all transfer taxes and brokerage and underwriters’ discounts and commissions attributable to the Registrable Securities being sold by Holder.

(g) Indemnification.

(ii) Holder will indemnify Company, its directors and officers and each person who controls Company (within the meaning of the Act) and any of such person’s agents or representatives, against any Losses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Holder expressly for use in such registration statement, or (ii) Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Company has furnished Holder with the number of copies of the same requested by Holder.

(iii) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party (as defined herein) or any officer, director, or controlling person of such Indemnified Party and will survive the transfer of Registrable Securities. The Indernnifying Party also agrees to make such provisions, as are reasonably requested by an Indemnified Party, for contribution to such party in the event such Indemnifying Party’s indemnification is unavailable for any reason.

with the statements or omissions which resulted in Losses, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4. Rule 144 Reporting.

5. ”Market Stand-off” Agreement. Holder will agree, if requested by the Company or an underwriter of capital stock or other securities of the Company, not to sell or otherwise transfer or dispose of any capital stock or other securities of the Company held by Holder, except in connection with a Piggyback Registration, during the 180 day period following any registration statement filed under the Act to register capital stock or other securities of the Company.

6. Termination. The registration rights set forth in this Agreement shall not be available to Holder or any Holder Affiliate if, in the opinion of counsel to the Company, all of the Registrable Securities then owned by Holder or any Holder Affiliate could be sold in any 90-day period pursuant to Rule 144 under the Act (without giving effect to the provisions of Rule 144(k)). In addition, the registration rights set forth in this Agreement shall terminate upon the transfer or assignment of the Registrable Securities to any non-affiliated third party other than a transfer to an Other Holder. Upon termination pursuant to this Section 6 , the Company shall no longer be obligated to provide notice of a proposed registration to Holder.

7. Notices. All communications provided for hereunder shall be sent by first-class mail or facsimile and (a) if addressed to Holder, addressed to Holder at the address or fax number set forth below Holder’s signature, or at such other address or fax number as Holder shall have furnished to the Company in writing or (b) if addressed to the Company, at the address or fax number set forth below the Company’s signature, or at such other address or fax number, or to the attention of such other officer, as the Company shall have furnished to Holder in writing. Notices sent by first-class mail shall be deemed received three days after the date of deposit of such notice in the United States mail. Notices sent by facsimile shall be deemed received upon receipt by the notified party’s facsimile machine.

8. No Assignment. This Agreement is personal to Holder and shall not be assignable, by operation of law or otherwise to any third party.

9. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.

10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE.

11. No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that conflicts with or would limit the rights granted to Holder in this Agreement or otherwise conflicts with the provisions hereof.

12. Amendments and Waivers. No provision of this Agreement may be amended or waived except by an instrument in writing signed by the party sought to be bound.

13. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

14. Term. This Agreement and the rights granted hereunder shall expire on the fifth anniversary of the date set forth in the preamble to this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of the date first above written.

ELLIPSO PRIVATE HOLDINGS, INC.

By:					/s/ David Castiel
Name:					David Castiel
Title:					President

Address:
			1133 21 ^st Street, N.W.
			8 ^th floor
			Washington, D.C. 20036
			Attn: James Bailey, Esq.
			Fax: (202) 466-5726

ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED


By:	/s/ Craig Jorgens
Name:		Craig Jorgens
Title:		President


Address:
				4 Orinda Way
				Suite B240
				Orinda, CA 94563
				Attn: General Counsel
				Fax: (925) 253-4912

SCHEDULE A

OTHER HOLDERS’ ADDRESSES FOR NOTICES

Eagle River Investments, LLC

2300 Carillon Point

Kirkland, WA 98033

Fax: (425) 828-8061

CDR-Satco, LLC

c/o Clayton, Dubilier & Rice, Inc.,

375 Park Avenue

New York, NY 10152

Fax: 212-893-7050

Cascade Investment, LLC

2365 Carillon Point

Kirkland, WA 98033

Fax: (425) 889-0288

Exhibit 10.14

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of August 11 , 2000 (the “ Agreement ” ), by and among ICO-Teledesic Global Limited, a Delaware corporation (the “ Company ” ), and Eagle River Investments, LLC, a Washington limited liability company (the “ Investor ” ).

RECITALS :

A. The Company has entered into certain Stock Subscription Agreement, dated as of February 23, 2000 and February 29, 2000, as amended on May 9, 2000 (collectively the “ Stock Subscription Agreement ” ), with the Investor, providing for the issuance by the Company to the Investor of 50 million shares of the Company’s Class B Common Stock ( “ Common Stock ” ).

B. Investor and the Company consummated the purchase and sale of the 50 million shares of the Common Stock on April 29, 2000 and at such time, Investor also entered into a registration rights agreement and stockholders agreement with the Company (the “ Transactions ” )

C. As the majority stockholder in the Company, the Investor will have the right to appoint initially one or more persons to serve on the Board of Directors of the Company.

D. The parties recognize that claims might be made against and liabilities incurred by the Investor or related Persons or Affiliates, arising from the fact that such Persons are stockholders, directors, officers or employees of the Company, and the parties accordingly wish to provide the and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities to the fullest extent permitted by law, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Certain Definitions .

“ Affiliate ” of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person, and with respect to a natural person includes any child, stepchild, grandchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and includes adoptive relationships. “ Control ” (including the terms “ controlled by ” and “ under common control with ” ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“ Claim ” means, with respect to any Indemnitee, any claim against the Indemnitee involving any Obligation with respect to which the Indemnitee may be entitled to be defended and indemnified by the Company under this Agreement.

“ Indemnitee ” means the Investor, its Affiliates, and their respective successors and permitted assigns, and each of their respective directors, officers, partners, members, managers, employees, agents, advisors, representatives and controlling persons (within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ” )).

“ Obligations ” means, collectively, any and all claims, obligations, liabilities, causes of action, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including, without limitation, interest, penalties and fees and disbursements of attorneys and accountants), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time, provided that the term “Obligations” does not include losses and damages and related costs and expenses incurred:

(a) with respect to the subject matter of the Stock Subscription Agreement;

(b) by any Indemnitee, in its capacity as a shareholder of the Company, upon its disposition of Common Stock or otherwise resulting solely from and limited to any diminution in value of Common Stock held by the Indemnitee;

(c) by any Indemnitee as a result of any indemnity payment required to be made by the Indemnitee under Section 3(g) of the Registration Rights Agreement; or

(d) by any Indemnitee, in its capacity as a shareholder of the Company, arising out of a violation of Section 16(b) of the Securities Exchange Act, as amended (the “ Exchange Act ” );

(e) by any Indemnitee arising out of a violation of Rule 10(b)-5 of the Securities Act, where such violation has been determined in a final adjudication by a court of competent jurisdiction or acknowledged by settlement; or

(f) in connection with any Claim determined in a final adjudication by a court of competent jurisdiction to have resulted from a breach of the Indemnitee’s fiduciary duties, gross negligence, or willful misconduct.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or other entity.

2. Indemnification . The Company agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations (including, but not limited to, all reasonable fees, costs and expenses (including reasonable fees and disbursements of attorneys) incurred by or on behalf of the Indemnitee in asserting, exercising or enforcing any of its rights, powers, privileges or remedies under this Agreement), in any way resulting from, arising out of or in connection with, based upon or relating to:

(a) to the fullest extent permitted by applicable law, the fact that the Indemnitee is or was a shareholder, director, officer or employee of the Company or any of its subsidiaries; and

(b) to the fullest extent permitted by applicable law, alleged breach by the Indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its subsidiaries.

3. Indemnification Procedures . (a) Whenever any Indemnitee has actual knowledge of the reasonable likelihood of the assertion of a Claim:

(i) Investor (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of the Indemnitee) or the Indemnitee will notify the Company in writing of the Claim (the “ Notice of Claim ” ) with reasonable promptness after the Indemnitee has such knowledge relating to the Claim and has notified Investor of the Claim;

(ii) the Notice of Claim must specify all material facts known to Investor (or if given by such Indemnitee, the Indemnitee) that may give rise to the Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if Investor (or if given by such Indemnitee, the Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate;

(iii) the failure of Investor or the Indemnitee to give a Notice of Claim will not relieve the Company of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to the Company and the Company is materially injured as a result of the failure to give the Notice of Claim;

(iv) Investor or the Indemnitee will permit the Company (at the expense of the Company) to assume the defense of the Claim with counsel of its own choosing reasonably satisfactory both to Investor and to any Indemnitee that, in the exercise of the Indemnitee’s good faith judgment, reasonably determines that the Claim presents an actual or potential conflict of interest with Investor. Investor may participate in such defense with counsel of Investor’s choosing at the expense of the Company. If in the exercise of their good faith judgment any one or more other Indemnitees reasonably determines that the Claim presents an actual or potential conflict of interest with Investor and the counsel chosen by the Company and approved by Investor pursuant to the previous sentence is not satisfactory to the Indemnitee or Indemnitees, the Indemnitee or Indemnitees may participate in the defense of the Claim with one counsel for all the Indemnitees, at the choosing of the Indemnitees and at the expense of the Company;

(v) if the Company does not undertake the defense of the Claim within a reasonable time after Investor or another Indemnitee has given the Notice of Claim, or if Investor in good faith determines that it or another Indemnitee has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Company in respect of the Claim or any litigation relating thereto, Investor may, at the expense of the Company and after giving notice to the Company of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Company, provided that if Investor does so take over and assume control, Investor will not settle such claim or litigation without the written consent of the Company, such consent not to be unreasonably withheld;

(vi) in the defense of any Claim, the Company will not, except with the consent of Investor (or, in the case of any entry of any judgment or settlement that is binding on any other Indemnitee, such other Indemnitee), consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting the Claim to the Indemnitee of a release from all liability with respect to the Claim; and

(vii) Investor and each other Indemnitee seeking indemnification under this Agreement will cooperate with the Company, so long as the Company is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of the Claim, including making available evidence within the control of Investor or the Indemnitee, as the case may be, and persons needed as witnesses who are employed by Investor or the Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, to be paid by the Company.

(b) The Company hereby agrees to advance reasonable costs and expenses, including reasonable attorney’s fees, incurred by Investor (acting on its own behalf or, if requested by any the

Indemnitee other than itself, on behalf of the Indemnitee) or any Indemnitee in defending any Claim in advance of the final disposition of the Claim upon receipt of an undertaking by or on behalf of Investor or the Indemnitee to repay amounts so advanced if it is ultimately determined that Investor or the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise.

(c) Each Indemnitee will promptly notify the Company in writing of the amount of any Claim actually paid by the Indemnitee (the “ Notice of Payment ” ). The amount of any Claim actually paid by an Indemnitee will bear simple interest at the rate equal to the Chase Manhattan Bank’s prime rate as of the date of such payment plus 2% per annum, from the date the Company receives the Notice of Payment to the date on which the Company repays the amount of the Claim plus interest to the Indemnitee.

4. Certain Covenants; Other Indemnitees . The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument or applicable law are independent of and in addition to any rights of the Indemnitee to be indemnified under this Agreement. The rights of each Indemnitee and the obligations of the Company under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnitee. The Company shall implement and maintain in full force and effect any and all corporate articles or charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations under this Agreement to the fullest extent permitted by applicable corporate law, including without limitation a provision of its articles or certificate of incorporation eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable corporate law, as it may be amended from time to time.

5. Third-Party Beneficiaries . All Indemnitees not signatories to this Agreement are intended third-party beneficiaries of this Agreement.

6. Severability . If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

7. Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if ( a ) delivered personally, ( b ) mailed, certified or registered mail with postage prepaid, ( c ) sent by next-day or overnight mail or delivery or ( d ) sent by fax, with a copy sent by (a), (b), or (c) above, or telegram, as follows:

(i) if to Investor:

Eagle River Investments, L.L.C.

2300 Carillon Point

Kirkland, WA 98033-7353

Attn: C. James Judson, Esq.

Fax: (425) 828-8061

(ii) if to the Company:

c/o Eagle River Investments, L.L.C.

2300 Carillon Point

Kirkland, WA 98033-7353

Attn: C. James Judson, Esq.

Fax: 425-828-8089

with a copy to:

Davis Wright Tremaine LLP

Suite 2300

Portland, OR 97201

Attn: Benjamin G.Wolff, Esq.

Fax: 503-778-5299

or, in each case, at such other address as may be specified in writing to the other parties.

All such notices, requests, demands, waivers and other communications will be deemed to have been received ( w ) if by personal delivery on the day after such delivery, ( x ) if by certified or registered mail, on the seventh business day after the mailing thereof, ( y ) if by next-day or overnight mail or delivery, on the day delivered, or ( z ) if by telecopy or telegram, on the next day following the day on which such telecopy or telegram was sent, provided that a copy is also sent by certified or registered mail.

8. Entire Agreement . Except as contained in Section 3(g) of the Registration Rights Agreement, this Agreement ( a ) contains the complete and entire understanding and agreement of the parties with respect to its subject, and ( b ) supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, in respect of its subject.

9. Headings . The headings contained in this Agreement are for purposes of convenience only and will not affect the meaning or interpretation of this Agreement.

10. Counterparts . This Agreement may be executed in several counterparts, each of which will be deemed an original and all of which will together constitute one and the same instrument.

11. Binding Effect; Assignment . This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns and to each Indemnitee, provided that no party may assign any of its rights or obligations under this Agreement without the express written consent of the other parties. Subject to Section 5, this Agreement is not intended to confer any right or remedy upon any Person other than the parties to this Agreement and their respective successors and permitted assigns and each Indemnitee.

12. Governing Law . This Agreement will be governed in all respects including as to validity, interpretations and effects by the laws of the state of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of the state of New York and the federal courts of the United States of America, in each case located in the state of New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding will be heard and determined in such a New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over such parties with respect to, and over the subject matter of, any such dispute and agree, to the maximum extent permitted by law, that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, or in such other manner as may be permitted by law, will be valid and sufficient service.

13. Waiver of Jury Trial . Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore it hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that ( a ) no representative, agent or attorney of any other party has represented expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, ( b ) it understands and has considered the implications of this waiver, ( c ) it makes this waiver voluntarily, and ( d ) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 13.

14. Amendment; Waivers . No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought (and in the case of the Company approved by resolution of the Company’s Board of Directors). Any such waiver will constitute a waiver only with respect to the specific matter described in such writing and will in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties or any Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any party or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights, power or privileges hereunder. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that any party or Indemnitee may otherwise have at law or in equity or otherwise.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

	EAGLE RIVER INVESTMENTS, L.L.C.


	By:	/s/ C. James Judson
	C. James Judson, Member of Management Committee


	ICO-TELEDESIC GLOBAL LIMITED


	By:	/s/ W. Russell Daggatt
	W. Russell Daggatt, Vice Chairman

Exhibit 10.15

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of July 26, 2000 (the “ Agreement ” ), by and among ICO-Teledesic Global Limited, a Delaware corporation (the “ Company ” ), CDR-Satco, L.L.C., a Delaware limited liability company (the “ Investor ” ), Clayton, Dubilier & Rice, Inc., a Delaware corporation ( “ CD&R ” ) and The Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership (the “ CD&R Fund ” ).

RECITALS :

A. The Company has entered into a Stock Purchase Agreement, dated as of June 28, 2000 (the “ Stock Purchase Agreement ” ), with Eagle River Investments, L.L.C., a Washington limited liability company, and the Investor, providing for the issuance by the Company to the Investor of 15 million shares of the Company’s Class A Common Stock ( “ Common Stock ” ), and the grant by the Company to the Investor of options to purchase up to an additional shares of Common Stock (the issuance of shares and grant of options, collectively, the “ Transactions ” ).

B. As a condition to the consummation of the Transactions, and concurrently with the execution and delivery of this Agreement, the Company is entering into ( i ) a Registration Rights Agreement (the “ Registration Rights Agreement ” ) with the Investor and ( ii ) a Restated Stockholders Agreement, dated as of June 20, 2000, with the Investor, Eagle River and the Company’s stockholders listed in Schedule A thereto (the “ Stockholders Agreement ” ).

C. Immediately following the consummation of the Transactions, the Investor will be a stockholder of the Company and will have the right to appoint initially two persons to serve on the Board of Directors of the Company.

D. The sole member of the Investor is the CD&R Fund, and the CD&R Fund is managed by CD&R, and the general partner of the CD&R Fund is CD&R Associates VI Limited Partnership, a Cayman Islands exempted limited partnership (together with any general partner of any other investment vehicle managed by CD&R, “ CD&R Associates ” ) and the general partner of CD&R Associates is CD&R Investment Associates VI, Inc., a Cayman Islands exempted company (together with any Person that may become a general partner of CD&R Associates in the future, “ Associates Inc. ” ).

F. The parties recognize that claims might be made against and liabilities incurred by CD&R, the Investor, the CD&R Fund or related Persons or Affiliates, arising from the fact that such Persons are shareholders, directors, officers or employees of the Company, or relating to the provision by CD&R of Consulting Services (as defined in the Stock Purchase Agreement) to the Company and its subsidiaries, and the parties

accordingly wish to provide for CD&R, the Investor, the CD&R Fund and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities to the fullest extent permitted by law, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Certain Definitions .

“ Indemnitee ” means each of CD&R, the Investor, the CD&R Fund, CD&R Associates, Associates Inc., their respective successors and permitted assigns, and each of their respective directors, officers, partners, members, managers, employees, agents, advisors, representatives and controlling persons (within the meaning of the Securities Act of 1933, as amended (the

“ Securities Act ” )).

(a) with respect to the subject matter of the Stock Purchase Agreement (except for the provision of Consulting Services (as defined in the Stock Purchase Agreement));

(c) by any Indemnitee as a result of any indemnity payment required to be made by the Indemnitee under Section 10 of the Stock Purchase Agreement;

(d) by any Indemnitee as a result of any indemnity payment required to be made by the Indemnitee under Section 7 of the Registration Rights Agreement;

(e) by any Indemnitee, in its capacity as a shareholder of the Company, arising out of a violation of Section 16(b) of the Securities Exchange Act, as amended (the “ Exchange Act ” );

(f) by any Indemnitee arising out of a violation of Rule 10(b)-5 of the Securities Act, where such violation has been determined in a final adjudication by a court of competent jurisdiction or acknowledged by settlement; or

(g) in connection with any Claim in which it is determined in a final adjudication by a court of competent jurisdiction to have resulted from a breach of the Indemnitee’s fiduciary duties, gross negligence or willful misconduct.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or other entity.

(a) the provision by CD&R of any Consulting Services (as defined in the Stock Purchase Agreement), except to the extent that any such Obligation is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence or intentional misconduct of any of the Indemnitees of its Affiliates;

(b) to the fullest extent permitted by applicable law, the fact that the Indemnitee is or was a shareholder, director, officer or employee of the Company or any of its subsidiaries; and

(c) to the fullest extent permitted by applicable law, any alleged breach by the Indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its subsidiaries.

3. Indemnification Procedures . (a) Whenever any Indemnitee has actual knowledge of the reasonable likelihood of the assertion of a Claim:

(i) CD&R (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of the Indemnitee) or the Indemnitee will notify the Company in writing of the Claim (the “ Notice of Claim ”) with reasonable promptness after the Indemnitee has such knowledge relating to the Claim and has notified CD&R of the Claim;

(ii) the Notice of Claim must specify all material facts known to CD&R (or if given by such Indemnitee, the Indemnitee) that may give rise to the Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if CD&R (or if given by such Indemnitee, the Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate;

(iii) the failure of CD&R or the Indemnitee to give a Notice of Claim will not relieve the Company of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to the Company and the Company is materially injured as a result of the failure to give the Notice of Claim;

(iv) CD&R or the Indemnitee will permit the Company (at the expense of the Company) to assume the defense of the Claim with counsel of its own choosing reasonably satisfactory both to CD&R and to any Indemnitee that, in the exercise of the Indemnitee’s good faith judgment, reasonably determines that the Claim presents an actual or potential conflict of interest with CD&R. CD&R may participate in such defense with counsel of CD&R’s choosing at the expense of the Company. If in the exercise of their good faith judgment any one or more other Indemnitees reasonably determines that the Claim presents an actual or potential conflict of interest with CD&R and the counsel chosen by the Company and approved by CD&R pursuant to the previous sentence is not satisfactory to the Indemnitee or Indemnitees, the Indemnitee or Indemnitees may participate in the defense of the Claim with one counsel for all the Indemnitees, at the choosing of the Indemnitees and at the expense of the Company;

(v) if the Company does not undertake the defense of the Claim within a reasonable time after CD&R or another Indemnitee has given the Notice of Claim, or if CD&R in good faith determines that it or another Indemnitee has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Company in respect of the Claim or any litigation relating thereto, CD&R may, at the expense of the Company and after giving notice to the Company of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Company, provided that if CD&R does so take over and assume control, CD&R will not settle such claim or litigation without the written consent of the Company, such consent not to be unreasonably withheld;

(vi) in the defense of any Claim, the Company will not, except with the consent of CD&R (or, in the case of any entry of any judgment or settlement that is binding on any other Indemnitee, such other Indemnitee), consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting the Claim to the Indemnitee of a release from all liability with respect to the Claim; and

(vii) CD&R and each other Indemnitee seeking indemnification under this Agreement will cooperate with the Company, so long as the Company is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of the Claim, including making available evidence within the control of CD&R or the Indemnitee, as the case may be, and persons needed as witnesses who are employed by CD&R or the Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, to be paid by the Company.

(b) The Company hereby agrees to advance reasonable costs and expenses, including reasonable attorney’s fees, incurred by CD&R (acting on its own behalf or, if requested by any the Indemnitee other than itself, on behalf of the Indemnitee) or any Indemnitee in defending any Claim in advance of the final disposition of the Claim upon receipt of an undertaking by or on behalf of CD&R or the Indemnitee to repay amounts so advanced if it is ultimately determined that CD&R or the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise.

5. Third-Party Beneficiaries . All Indemnitees not signatories to this Agreement are intended third-party beneficiaries of this Agreement.

(i) if to CD&R:

Clayton, Dubilier & Rice, Inc.

375 Park Avenue

New York, NY 10152

Attn: Brian D. Finn

Fax: 212-893-7050

with a copy to:

Debevoise & Plimpton

875 Third Avenue

New York, New York 10022

Attn: Gregory V. Gooding, Esq.

Fax: 212-909-6836

(ii) if to the Investor or the CD&R Fund:

c/o CD&R Associates VI Limited Partnership
1403 Fould Road, Suite 106
Wilmington, Delaware

with a copy to:

Clayton, Dubilier & Rice, Inc.
375 Park Avenue
New York, NY 10152
Attn: Brian D. Finn
Fax: 212-893-7050

with a copy to:

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attn: Gregory V. Gooding, Esq.
Fax: 212-909-6836

(iii) if to the Company:

c/o Eagle River Investments, L.L.C.
2300 Carillon Point
Kirkland, WA 98033-7353
Attn: C. James Judson, Esq.
Fax: 425-828-8089

with a copy to:

Davis Wright & Tremaine LLP
Suite 2300
Portland, OR 97201
Attn: Benjamin G. Wolff, Esq.
Fax: 503-778-5299

or, in each case, at such other address as may be specified in writing to the other parties.

or telegram, on the next day following the day on which such telecopy or telegram was sent, provided that a copy is also sent by certified or registered mail.

8. Entire Agreement . Except as contained in Section 10 of the Stock Purchase Agreement and Section 7 of the Registration Rights Agreement, this Agreement ( a ) contains the complete and entire understanding and agreement of the parties with respect to its subject, and ( b ) supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, in respect of its subject.

9. Headings . The headings contained in this Agreement are for purposes of convenience only and will not affect the meaning or interpretation of this Agreement.

10. Counterparts . This Agreement may be executed in several counterparts, each of which will be deemed an original and all of which will together constitute one and the same instrument.

13. Waiver of Jury Trial . Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore it hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that ( a ) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, ( b ) it understands and has considered the implications of this waiver, ( c ) it makes this waiver voluntarily, and ( d ) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 13.

14. Amendment; Waivers . No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought (and in the case of the Company approved by resolution of the Company’s Board of Directors). Any such waiver will constitute a waiver only with respect to the specific matter described in such writing and will in no way impair the rights of the party or Indemnitee granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties or any Indemnitee of a breach of or a default under and of the provisions of this Agreement, nor the failure by any party or any Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights, power or privileges hereunder. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that any party or Indemnitee may otherwise have at law or in equity or otherwise.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

CDR-SATCO, L.L.C.


By:	/s/
	Name:
	Title:


CLAYTON, DUBILIER & RICE, INC.


By:	/s/
	Name:
	Title:

THE CLAYTON, DUBILIER & RICE FUND VI LIMITED PARTNERSHIP

By: CD&R Associates VI Limited Partnership
	as General Partner

	By: CD&R Investment Associates VI, Inc.,
		as General Partner


		By:	/s/
			Name:
			Title:


ICO-TELEDESIC GLOBAL LIMITED


By:	/s/ Dennis M. Weibling
	Name: Dennis M. Weibling
	Title: President

Exhibit 10.16

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of July 17, 2000 (the “ Agreement ” ), by and among ICO-Teledesic Global Limited, a Delaware corporation (the “ Company ” ), and Cascade Investment, LLC, a Washington limited liability company (the “ Investor ” ).

RECITALS :

A. The Company has entered into a Stock Purchase Agreement, dated as of June 30, 2000 (the “ Stock Purchase Agreement ” ), with Eagle River Investments, L.L.C., a Washington limited liability company, and the Investor, providing for the issuance by the Company to the Investor of 10 million shares of the Company’s Class A Common Stock (“ Common Stock ” ), and the grant by the Company to the Investor of options to purchase up to an additional shares of Common Stock (the issuance of shares and grant of options, collectively, the “ Transactions ” ).

C. Immediately following the consummation of, the Transactions, the Investor will be a stockholder of the Company and will have the right to appoint initially one person to serve on the Board of Directors of the Company.

D. The parties recognize that claims might be made against and liabilities incurred by the Investor or related Persons or Affiliates, arising from the fact that such Persons are shareholders, directors, officers or employees of the Company, and the parties accordingly wish to provide the and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities to the fullest extent permitted by law, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Certain Definitions .

(a) with respect to the subject matter of the Stock Purchase Agreement;

(c) by any Indemnitee as a result of any indemnity payment required to be made by the Indemnitee under Section 10 of the Stock Purchase Agreement;

(d) by any Indemnitee as a result of any indemnity payment required to be made by the Indemnitee under Section 7 of the Registration Rights Agreement; or

(e) by any Indemnitee, in its capacity as a shareholder of the Company, arising out of a violation of Section 16(b) of the Securities Exchange Act, as amended (the “ Exchange Act ” );

(g) in connection with any Claim determined in a final adjudication by a court of competent jurisdiction to have resulted from a breach of the Indemnitee’s fiduciary duties, gross negligence, or willful misconduct.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or other entity.

(a) to the fullest extent permitted by applicable law, the fact that the Indemnitee is or was a shareholder, director, officer or employee of the Company or any of its subsidiaries; and

(b) to the fullest extent permitted by applicable law, alleged breach by the Indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its subsidiaries.

3. Indemnification Procedures . (a) Whenever any Indemnitee has actual knowledge of the reasonable likelihood of the assertion of a Claim:

(vii) Investor and each other Indemnitee seeking indemnification under this Agreement will cooperate with the Company, so long as the Company is conducting the defense

of the Claim, in the preparation for and the prosecution of the defense of the Claim, including making available evidence within the control of Investor or the Indemnitee, as the case may be, and persons needed as witnesses who are employed by Investor or the Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, to be paid by the Company.

(b) The Company hereby agrees to advance reasonable costs and expenses, including reasonable attorney’s fees, incurred by Investor (acting on its own behalf or, if requested by any the Indemnitee other than itself, on behalf of the Indemnitee) or any Indemnitee in defending any Claim in advance of the final disposition of the Claim upon receipt of an undertaking by or on behalf of Investor or the Indemnitee to repay amounts so advanced if it is ultimately determined that Investor or the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise.

5. Third-Party Beneficiaries . All Indemnitees not signatories to this Agreement are intended third-party beneficiaries of this Agreement.

(i) if to Investor:

Cascade Investment, L.L.C.

2365 Carillon Point

Kirkland, WA 98033-7353

Attn: Michael Larson

Fax: (425) 893-8758

(ii) if to the Company:

c/o Eagle River Investments, L.L.C.
2300 Carillon Point
Kirkland, WA 98033-7353
Attn: C. James Judson, Esq.
Fax: 425-828-8089

with a copy to:

Davis Wright Tremaine LLP
Suite 2300
Portland, OR 97201
Attn: Benjamin G. Wolff, Esq.
Fax: 503-778-5299

or, in each case, at such other address as may be specified in writing to the other parties.

9. Headings . The headings contained in this Agreement are for purposes of convenience only and will not affect the meaning or interpretation of this Agreement.

10. Counterparts . This Agreement may be executed in several counterparts, each of which will be deemed an original and all of which will together constitute one and the same instrument.

12. Governing Law . This Agreement will be governed in all respects including as to validity, interpretations, and effects by the laws of the state of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of the state of New York and the federal courts of the United States of America, in each case located in the state of New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding

may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding will be heard and determined in such a New York state or federal court. The parties hereby consent to and grant any such court jurisdiction over such parties with respect to, and over the subject matter of, any such dispute and agree, to the maximum extent permitted by law, that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7, or in such other manner as may be permitted by law, will be valid and sufficient service.

13. Waiver of Jury Trial . Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore it hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that ( a ) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, ( b ) it understands and has considered the implications of this waiver, ( c ) it makes this waiver voluntarily, and ( d ) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 13.

[the remainder of this page left intentionally blank]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

Cascade Investment, LLC


By:		/s/ Michael Larson
		Michael Larson, Business Manager


ICO-TELEDESIC GLOBAL LIMITED


By:	/s/ Dennis Weibling
	Dennis Weibling, President

Exhibit 10.17

EXECUTION COPY

PLEDGE AGREEMENT

PLEDGE AGREEMENT dated as of August 15, 2005, by and between ICO Global Communications (Holdings) Limited, a Delaware corporation (the “ Pledgor ”), and The Bank of New York, as the collateral agent for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

RECITALS:

WHEREAS, ICO North America, Inc. (the “ Company ”), the Pledgor, the Guarantors from time to time party thereto, The Bank of New York, as Indenture Trustee (as defined therein) and the Collateral Agent have entered into a Collateral Trust Agreement dated as of August 15, 2005 (as modified and supplemented and in effect from time to time, the “ Collateral Trust Agreement ”); and

WHEREAS, this Agreement is one of the Security Documents referred to in the Collateral Trust Agreement; and

WHEREAS, the Pledgor has, subject to the terms and conditions of this Pledge Agreement, agreed to grant a Lien and security interest in the Collateral referred to herein;

AGREEMENT:

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

Section 1. Definitions .

1.1 Terms Generally . Terms used herein and not otherwise defined herein shall have the meanings set forth in the Collateral Trust Agreement.

1.2 Additional Definitions . In addition, as used herein, the following defined terms shall have the following meanings:

“ Capital Stock ” means all Capital Stock of the Company now or hereafter issued to Pledgor, including the Class B common stock of the Company listed on Annex 1 hereto.

“ Company ” is defined in the recitals hereto.

“ Pledge Agreement ” means this Pledge Agreement, as amended, supplemented or otherwise modified from time to time.

“ Pledged Collateral ” means the Pledged Stock and all Proceeds.

“ Pledged Stock ” means all shares of Capital Stock of the Company now or hereafter issued to the Pledgor, together with all stock certificates, options or rights of any nature

whatsoever that may be issued or granted by the Company to the Pledgor while this Pledge Agreement is in effect.

“ Proceeds ” means all “proceeds” as such term is defined in Section 9-102 of the UCC on the date hereof, of the Pledged Stock, and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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

1.3 Interpretation . The rules of interpretation set forth in Section 1.2 of the Collateral Trust Agreement shall apply mutatis mutandis to this Pledge Agreement as if set forth in full herein.

Section 2. Pledge; Grant of Security Interest .

(a) The Pledgor hereby delivers to the Collateral Agent, for the benefit of the Secured Parties, all certificates or instruments representing or evidencing the Pledged Stock on the date hereof, and hereby pledges, transfers and grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest in the Pledged Collateral, now owned or at anytime hereafter acquired, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

(b) As of the date hereof, the Pledgor holds bare legal title to, but no beneficial interest in, the shares of Capital Stock described in Annex 2 (the “Transferred Shares”). For so long as Pledgor holds such legal title, the Transferred Shares shall be deemed to be Pledged Collateral hereunder, provided that Pledgor makes no representations or warranties with respect thereto under Section 4. Within a reasonable period following the date hereof, Pledgor shall cause new certificates representing the Transferred Shares to be issued in the name of the Company, and the pledge and security interest created hereby on the Transferred Shares shall terminate. The Collateral Agent agrees to deliver certificates representing the Transferred Shares to Pledgor upon delivery of such new certificates.

Section 3. Stock Powers . Concurrently with the delivery to the Collateral Agent of each certificate representing one or more shares of Pledged Stock, the Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank by the Pledgor.

Section 4. Representations and Warranties . The Pledgor represents and warrants as of the date hereof that:

(a) the shares of Pledged Stock constitute all the issued and outstanding shares of all classes of the Capital Stock of the Company owned by the Pledgor;

(b) all the shares of Pledged Stock have been duly and validly issued and are fully paid and nonassessable;

(c) the Pledgor is the record and beneficial owner of the Pledged Stock, free of any and all Liens or options in favor of, or claims of, any other Person, except the Lien created by this Pledge Agreement or permitted under the Collateral Trust Agreement; and

(d) upon delivery to the Collateral Agent of the stock certificates evidencing the Pledged Stock, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected first priority Lien on the Pledged Collateral (except, with respect to Proceeds, only to the extent permitted by Section 9-315 of the UCC), enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Pledged Collateral from the Pledgor.

Section 5. Covenants . The Pledgor covenants and agrees with the Collateral Agent as follows:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Capital Stock of the Company, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.

(b) Except as permitted under the Collateral Trust Agreement and all of the other Secured Debt Documents, including without limitation the Indenture if is still in effect at any applicable time, the Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Collateral, or (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement or as permitted under the Collateral Trust Agreement or all of the other Secured Debt Documents, including without limitation the Indenture if is still in effect. The Pledgor will defend the right, title and interest of the Collateral Agent and the Secured Parties in and to the Pledged Collateral against the claims and demands of all Persons whomsoever.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced

by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Pledged Collateral and to perfect the first priority Lien pursuant to this Pledge Agreement.

Section 6. Cash Dividends; Voting Rights . Unless an Actionable Default shall have occurred and be continuing, the Pledgor shall be permitted to receive all cash dividends, distributions and other cash amounts paid by the Company in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock, provided , however , that the Pledgor agrees that it shall not vote in any way which would be inconsistent with or result in any violation of any provision of the Collateral Trust Agreement or any Secured Debt Document. The Collateral Agent shall, at the Pledgor’s sole cost and expense, execute and deliver (or cause to be executed and delivered) to the Pledgor all proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to this Section 6 .

Section 7. Rights of the Collateral Agent .

(a) If an Actionable Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive directly any and all dividends and other distributions of any kind or nature paid in respect of the Pledged Stock and make application thereof to the Secured Obligations in the order specified in the Collateral Trust Agreement, and (ii) all shares of the Pledged Stock may be registered in the name of the Collateral Agent or its nominee, and, subject to the terms of this Pledge Agreement, the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Company or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Company, or upon the exercise by the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 11 , but the Collateral Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. The Pledgor hereby grants to the Collateral Agent an irrevocable proxy, exercisable upon the occurrence and continuation of an Actionable Default, to vote, or to give a written consent with respect to, all of the Pledged Stock so as to effectuate the provisions of this Section 7(a).

(b) The rights of the Collateral Agent shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. The Collateral Agent shall not be liable for any failure to demand, collect or realize upon all or any

part of the Pledged Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The Collateral Agent agrees to release promptly to the Pledgor any dividends, cash, securities, instruments and other property paid, payable or otherwise distributed in respect of the Pledged Collateral which it may receive under Section 7(a) if, prior to the occurrence of an acceleration of any of the Secured Obligations, any Actionable Default shall have been waived or be no longer continuing.

(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the Pledgor or any Federal Communications Commission (“FCC”) licenses held or controlled by the Pledgor without obtaining all necessary FCC and other governmental authority approvals, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control any FCC licenses as provided herein or take any other action that would affect the operational, voting, or other control of the Pledgor, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and the rules, regulations and published policies of the FCC and any other governmental authority.

Section 8. Remedies . Upon the occurrence of an Actionable Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other Security Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or any notice specifically provided for in any Security Document) to or upon the Pledgor, the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem commercially reasonable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. The Collateral Agent promptly shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Collateral Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements of counsel to the Collateral Agent, to the payment in whole or in part of the Secured Obligations, in such order as the Collateral Agent may elect subject to the provisions of the Collateral Trust Agreement, and only after such application and after the payment by the Collateral Agent of any

other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the UCC, need the Collateral Agent account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent arising out of the lawful exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten Business Days before such sale or other disposition. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Pledgor or any other Obligor with respect to the Secured Obligations.

Section 9. Private Sales . The Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale conducted in a manner that the Collateral Agent in good faith believes to be commercially reasonable under the circumstances shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay the sale of any of the Pledged Stock for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so.

Section 10. No Subrogation . Notwithstanding any payment or payments made by the Pledgor hereunder, or any setoff or application of funds of the Pledgor by the Collateral Agent or any Secured Party, or the receipt of any amounts by the Collateral Agent or any Secured Party with respect to any of the Pledged Collateral, the Pledgor shall not be entitled to be subrogated to any of the rights of the Collateral Agent or any Secured Party against the Company or any other Obligor, nor shall the Pledgor seek any reimbursement from any other Obligor in respect of payments made by the Pledgor in connection with the Pledged Collateral, or amounts realized by the Collateral Agent or any Secured Party in connection with the Pledged Collateral, and any such rights of subrogation and reimbursement of the Pledgor are hereby waived until the Occurrence of the Secured Obligation Termination Date and the payment in full of amounts otherwise payable to the Collateral Agent.

Section 11. Limitation on Duties Regarding Pledged Collateral . The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar securities and property for its own account. None of the Collateral Agent, any Secured Party nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgor or otherwise.

Section 12. Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Pledged Collateral are irrevocable and powers coupled with an interest.

Section 13. Severability . Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14. Section Headings . The section headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

Section 15. No Waiver; Cumulative Remedies . Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 16 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any default of any obligation under any Security Document or in any breach of any of the terms and conditions hereof or thereof. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 16. Intention: Waivers and Amendments; Successors and Assigns; Governing Law . This Pledge Agreement represents the entire agreement of the Pledgor and the Collateral Agent with respect to the subject matter hereof and there are no promises or representations by the Pledgor, the Collateral Agent or any Secured Party relative to the subject matter hereof not reflected herein or in the other Security Documents. None of the terms or provisions of this Pledge Agreement may be amended, supplemented or otherwise modified except by a written instrument executed by the Pledgor and the Collateral Agent, provided that any provision of this Pledge Agreement may be waived by the Collateral Agent in a letter or agreement executed by the Collateral Agent or by facsimile transmission from the Collateral Agent. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their respective successors and permitted assigns.

Section 17. Notices . All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient at its “Address for Notices” specified pursuant to Section 8.5 of the Collateral Trust Agreement and shall be deemed to have been given at the times specified in said Section.

Section 18. Counterparts . This Pledge Agreement may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 19. Collateral Trust Agreement Controls . In the event of any conflict between any terms and provisions set forth in this Pledge Agreement and those set forth in the Collateral Trust Agreement, the terms and provisions of the Collateral Trust Agreement shall supersede and control the terms and provisions of this Pledge Agreement.

Section 20. Termination . This Pledge Agreement shall terminate upon the occurrence of the Secured Obligation Termination Date, or upon any earlier release of the pledge created hereby that is permitted or contemplated by the Collateral Trust Agreement and all Secured Debt Documents, including without limitation the Indenture if is still in effect at any applicable time. Upon such termination and upon compliance with the applicable provisions of Article V of the Collateral Trust Agreement, at the request and at the sole expense of Pledgor, the Collateral Agent shall reassign and redeliver (or cause to be reassigned and redelivered) to the Pledgor, or to such person or persons as the Pledgor shall designate or to whomever may be lawfully entitled to receive such surplus, against receipt, such of the Pledged Collateral (if any) as shall not have been sold or otherwise applied by the Collateral Agent pursuant to the terms hereof and shall still be held by it hereunder.

Section 21. Governing Law; Jurisdiction; Jury Trial . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 22. No Recourse Against Pledgor . NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS PLEDGE AGREEMENT, THE COLLATERAL TRUST AGREEMENT OR ANY OTHER SECURED DEBT DOCUMENT, THE OBLIGATIONS OF PLEDGOR HEREUNDER AND UNDER THE OTHER SECURED DEBT

DOCUMENTS ARE NON-RECOURSE SECURED OBLIGATIONS OF PLEDGOR. THE ONLY RECOURSE THE COLLATERAL AGENT OR A HOLDER OF THE SECURED DEBT WILL HAVE AGAINST PLEDGOR WITH RESPECT TO THE PAYMENT OR PERFORMANCE OF ANY OF THE SECURED OBLIGATIONS WILL BE ENFORCEMENT OF ITS RIGHTS AGAINST THE PLEDGED COLLATERAL PURSUANT TO THIS PLEDGE AGREEMENT.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

	ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


	By:	/s/ Craig N. Jorgens
	Name: Craig Jorgens
	Title: President


	THE BANK OF NEW YORK, as Collateral Agent


	By:	/s/ Stacey B. Poindexter
	Name: Stacey B. Poindexter
	Title: Assistant Vice President

Signature Page of the Pledge Agreement

Exhibit 10.18

Execution Copy

SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT (“ Agreement ”) dated as of August 15, 2005, by and between ICO North America, Inc., a Delaware corporation (the “ Company ”), ICO Satellite Management LLC, a Delaware limited liability company (“ Management ”), ICO Satellite Services G.P., a Delaware general partnership (“ Services ”), ICO Global Communications (Canada) Inc., a Canadian corporation (“ ICO Canada ”) and The Bank of New York, as the collateral agent for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”). The Company, Management and Services are individually sometimes referred to herein as a “ Grantor ” and collectively as the “ Grantors .” Management, Services and ICO Canada are individually sometimes referred to herein as a “ Guarantor ” and collectively as the “ Guarantors .”

RECITALS:

WHEREAS, the Grantors, the Parent (as defined therein), certain other Guarantors from time to time party thereto (as defined therein), The Bank of New York, as Indenture Trustee (as defined therein), and the Collateral Agent have entered into a Collateral Trust Agreement dated as of August 15, 2005 (as modified and supplemented and in effect from time to time, the “ Collateral Trust Agreement ”); and

WHEREAS, this Agreement is one of the Security Documents referred to in the Collateral Trust Agreement; and

WHEREAS, the Grantors have, subject to the terms and conditions of this Agreement, agreed to grant a Lien and security interest in the Pledged Collateral referred to herein;

AGREEMENT:

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

Section 1. Definitions .

1.1 Terms Generally . Terms used herein and not otherwise defined herein are used herein as defined in the Collateral Trust Agreement.

1.2 UCC . All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings therein set forth.

1.3 Additional Definitions . In addition, as used herein, the following defined terms shall have the following meanings:

“ Agreement ” means this Security and Pledge Agreement, as amended, supplemented or otherwise modified from time to time.

“ CRTC ” means the Canadian Radiotelevision and Telecommunications Commission.

“ CRTC Licence ” means any paging, mobile telephone, specialized mobile radio, microwave, personal communications services or other license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization granted or issued by the CRTC, including any of the foregoing authorization per permit the acquisition, construction or operation of any Mobile Communications System.

“ Contractual Obligation ” means, as to any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its material property is bound.

“ Copyrights ” means any copyrights, copyright registrations and copyright applications, and all renewals, extensions and continuations of any of the foregoing, whether now owned or hereafter created or acquired by or assigned to any Grantor attached hereto and made a part hereof, together with any and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“ Copyright Security Agreement ” means an agreement substantially in the form annexed hereto as Annex 10 .

“ Governmental Authority ” means any nation or government, any state, provincial or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Intellectual Property ” means, collectively, all Intellectual Property Licenses, Copyrights, Patents, Trademarks, Trade Secrets and Software.

“ Intellectual Property Collateral ” has the meaning ascribed thereto in Section 3.1 .

“ Intellectual Property Licenses ” means all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark, Copyright or other intellectual property, including software license agreements with any other party, whether Grantor is a licensee, licensor, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present or future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other intellectual property.

“ Intellectual Property Security Agreements ” means the Patent Security Agreements, the Trademark Security Agreements and Copyright Security Agreements.

“ Material Adverse Effect ” means any material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of a Person, taken as a whole, or on the transactions contemplated hereby.

“ Patent Security Agreement ” means an agreement substantially in the form annexed hereto as Annex 11 .

“ Patents ” means any patents, patent registrations and patent applications and all renewals, extensions and continuations of any of the foregoing , and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of each Grantor’s rights corresponding thereto throughout the world.

“ Pledged Collateral ” has the meaning ascribed thereto in Section 3.1 .

“ Pledged Equity ” means the shares of common and preferred stock of, or partnership and other ownership interest in, the Share Issuers identified in Annex 3 and all other shares of capital stock, or partnership and other ownership interest, of whatever class or character of any Share Issuer or any other Person, now or hereafter owned by any Grantor, and all certificates evidencing the same.

“ Receivable ” means any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Account).

“ Share Issuers ” means, collectively, (a) the respective corporations, partnerships or other entities identified on Annex 3 under the caption “Share Issuer” and (b) any other Subsidiary of any Grantor.

“ Software ” shall mean “software” as such term is defined in the Uniform Commercial Code as in effect in the State of
New York.

“ Trade Secrets ” shall mean trade secrets, confidential and proprietary information and know-how, including technical, business, marketing and financial information and data, processes and techniques, research and development information, discoveries and inventions (whether or not patentable or reduced to practice), technology, formulae, drawings, schematics, business methods, specifications, models, designs, plans, proposals, pricing and cost information, business and marketing plans, and customer and supplier lists.

“ Trademark Security Agreement ” means an agreement substantially in the form annexed hereto as Annex 12 .

“ Trademarks ” means any trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including, without limitation, any renewals of trademark and service mark registrations, Internet domain names, symbols, slogans and other indicia of source or origin , and (i) all renewals

thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of any Grantor’s business symbolized by the foregoing and connected therewith, and (v) all of Grantors’ rights corresponding thereto throughout the world. Notwithstanding the foregoing, the term “Trademarks” shall not include any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office; provided that the fore going exclusion shall in no way be construed to limit, impair, or otherwise affect the Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (i) monies due or to become due under such intent-to-use applications (and all trademark applications and registered trademarks maturing therefrom), or (ii) any proceeds from the sale, license, lease or other disposition of such intent-to-use applications (and all trademark applications and registered trademarks maturing therefrom); provided further that upon the filing and acceptance of any such intent-to-use applications, such intent-to-use applications shall be included in the definition of Trademarks.

1.4 Interpretation . The rules of interpretation set forth in Section 1.2 of the Collateral Trust Agreement shall apply mutatis mutandis to this Agreement as if set forth in full herein.

Section 2. Representations and Warranties . Each Grantor represents and warrants to the Collateral Agent as of the date hereof that:

2.1 Basic Representations .

(a) Each Grantor is an entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is formed, and has the requisite organizational power and authorization to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted. Each Grantor is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

(b) Each Grantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by each Grantor and the consummation by each Grantor of the transactions contemplated hereby have been duly authorized by such Grantor’s Board of Directors, and (other than the filing of appropriate UCC financing statements and analogous registrations with the appropriate states, provinces and other authorities pursuant to this Agreement and the consents set forth on Annex 5 no further filing, consent, or authorization is required by any Grantor, their respective Boards of Directors or their respective stockholders in connection therewith. This Agreement has been duly executed and delivered by each Grantor and constitute the legal, valid

and binding obligation of each Grantor, enforceable against each Grantor in accordance its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(c) The execution, delivery and performance of this Agreement by each Grantor and the consummation by each Grantor of the transactions contemplated hereby will not (i) result in a violation of the certificate of incorporation, bylaws or other organizational documents of such Grantor, or (ii) result in, or require, the creation or imposition of any Lien on any of its respective properties or revenues pursuant to any requirement of law or Contractual Obligation (other than pursuant to this Agreement), or (iii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contractual Obligation, or (iv) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such Grantor, except, in the case of clauses (iii) and (iv), for such violations as would not be reasonably expected to have a Material Adverse Effect.

(d) Except as disclosed on Annex 5 , there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of such Grantor, threatened against or such Grantor or any of such Grantor’s officers or directors in their capacities as such, other than actions, suits, proceedings or investigations claiming damages, fines, penalties or other payments which would not have a Material Adverse Effect.

(e) No Grantor is in violation of any term of or in default under its Certificate of Incorporation, Bylaws or other organizational document. No Grantor is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to it.

2.2 Title . Each Grantor is the legal and beneficial owner of the Pledged Collateral in which it purports to grant a security interest pursuant to Section 3 and to the Grantor’s knowledge, no Lien exists upon such Pledged Collateral, except for the pledge and security interest in favor of the Collateral Agent created or provided for herein. The pledge and security interest in favor of the Collateral Agent constitutes a first priority perfected pledge and security interest in and to all of such Pledged Collateral.

2.3 Names, Etc .

(a) The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of each Grantor as of the date hereof are correctly set forth in Annex 1 . Annex 1 correctly specifies the place of business of each Grantor or, if the Grantor has more than one place of business, the location of the chief executive office of such Grantor.

(b) On the date hereof, the Inventory and the Equipment (other than mobile goods and goods in transit) of the Grantor are kept at the locations listed on Annex 2 .

(c) Annex 2 also lists (i) the Grantor’s jurisdictions and types of organization, legal names and locations of chief executive office or sole place of business for the five years preceding the date hereof, if different from those referred to in Section 2.3(a), and (ii) the locations of the Grantor’s Inventory and the Equipment (other than mobile goods and goods in transit) for the four months preceding the date hereof, if different from those referred to in Section 2.3(b).

2.4 Changes in Circumstances . Except as described in Annex 2 , no Grantor has (i) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the UCC), (ii) heretofore changed its name, or (iii) heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by any other Person.

2.5 Pledged Equity; Instruments . The Pledged Equity identified in Annex 3 hereto constitutes all of the issued and outstanding shares of Capital Stock held by each Grantor on the date hereof, whether or not registered in the name of such Grantor. Annex 3 hereto correctly identifies, as at the date hereof, the respective Share Issuers of such Pledged Equity, and (in the case of any corporate Share Issuer) the respective class and par value of the shares comprising such Pledged Equity and the respective number of shares (and registered owners thereof) represented by each such certificate. The Pledged Equity identified in Annex 3 (a) is duly authorized, validly existing, fully paid and non-assessable (in the case of any equity interest in a corporation), (b) constitutes legal, valid and binding obligations of the applicable Share Issuer (in the case of any equity interest in a partnership) and (c) is duly issued and outstanding (in the case of any equity interest in any other entity). Each Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Equity pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement. No Grantor holds any Instruments on the date of this Agreement.

2.6 Intellectual Property . No Grantor owns any registered Intellectual Property Collateral. No Grantor holds any Intellectual Property Licenses (other than licenses for commercial “off-the-shelf” or “shrink-wrap” Software that are not material to the business, operations, condition (financial or otherwise) or performance of the Grantor taken as a whole). Grantor exclusively owns all right, title and interest in and to all Intellectual Property Collateral free and clear of all Liens other than exclusive licenses and non-exclusive licenses granted in the ordinary course of business. The Intellectual Property Collateral is not subject to any outstanding order, judgment, decree or agreement adversely affecting any Grantor’s use thereof or its rights thereto and, to the Grantor’s knowledge, is valid, subsisting and enforceable. Grantors do not and have not infringed or otherwise violated the Intellectual Property rights of any third party, and to each Grantor’s knowledge, no Person is infringing upon or otherwise violating any Intellectual Property rights of any Grantor other than those violations alleged in a counterclaim by a licensee of the Grantors to have been committed by Boeing Satellite Systems International Inc. and the Boeing Company. Grantor has sufficient rights to use all Intellectual Property used in its business as presently conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement.

2.7 Receivables . No amount payable to any Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper. No more than $100,000.00 of Receivables in the aggregate are owed to the Grantors by obligors that are governmental authorities.

2.8 Deposit Accounts; Securities Accounts . No Grantor has any Deposit Accounts or Securities Accounts that are not listed on Annex 4 .

2.9 Letters of Credit . On the date hereof, the Grantor is not the beneficiary under any letter of credit.

2.10 Commercial Tort Claims . No Grantor has any commercial tort claims.

Section 3. Pledged Collateral .

3.1 Grant of Security Interest . As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Grantors hereby pledge and grant to the Collateral Agent as hereinafter provided, a security interest in all of the Grantors’ respective right, title and interest in all of the personal property of the Grantors, whether now owned by the Grantors or hereafter acquired and whether now existing or hereafter coming into existence, including without limitation the following (all of the property described in this Section 3.1 being collectively referred to herein as “Pledged Collateral”):

(a) all Accounts, Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Insurance, Receivables, Inventory, Equipment, Goods, Payment Intangibles, Letter-of-Credit Rights, Fixtures, Supporting Obligations, Software and other General Intangibles;

(b) all Investment Property, including all Pledged Equity;

(c) all Intellectual Property, and the right to recover for past, present and future infringements or misappropriations thereof and all other rights of any kind whatsoever accruing thereunder or pertaining thereto (collectively, the “ Intellectual Property Collateral ”);

(d) all rights of the Grantors under or relating to FCC Licenses and CRTC Licenses and the proceeds from the sale of any FCC Licenses or CRTC Licenses or any goodwill or other intangible rights or benefits associated therewith, but only at the times and to the extent permitted by law; and

(e) all Proceeds, products, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the Pledged Collateral and, to the extent related to any Pledged Collateral, all books, correspondence, credit files, records, invoices and other papers (including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Grantors or any computer bureau or service company from time to time acting for the Grantors).

3.2 Limitations . Notwithstanding anything to the contrary in Section 3.1 :

(a) In no event shall the security interest granted under Section 3.1 attach to any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would (i) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein; (ii) constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; or (iii) require the consent of any third party, in each case except than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC;

(b) In no event shall the security interest granted under Section 3.1 extend at any time to any FCC Licenses or CRTC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to applicable U.S. and Canadian Federal law, including the Communications Act of 1934 (U.S.), as amended, and the Telecommunications Act (Canada), as amended, and the regulations promulgated thereunder, as in effect at such time, but such security interest does include the right to receive all Proceeds derived from or in connection with the sale, lease, assignment, transfer or any other disposition of, or assignment of rights under, the FCC Licenses and CRTC Licenses; and

(c) The security interest granted under Section 3.1 shall not extend to any Escrowed Interest, any Investment Property in which the Escrowed Interest is now or hereafter may be invested, any earnings thereon, any securities account or deposit account in which the Escrowed Interest is now or hereafter may be held, and all Proceeds of all of the foregoing, in each case pledged solely to secure any Series of Secured Debt as described in Section 2.4 of the Collateral Trust Agreement.

Section 4. Covenants . In furtherance of the grant of the pledge and security interest pursuant to Section 3.1 , the Grantors hereby covenant and agree with the Collateral Agent that, from and after the date of this Agreement until the Secured Obligations Termination Date:

4.1 General . The Grantors will comply with any restrictions on or prohibitions against the sale, assignment, transfer, exchange, disposition, or grants of options in the Pledged Collateral or any portion thereof contained in the Secured Debt Documents (and solely for purposes of this sentence, the term “Secured Debt Documents” shall not include this Agreement or any other Security Agreement in favor of the Collateral Agent). No Grantor shall create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral or any interest therein, except for Liens defined as “Permitted Liens” in all Secured Debt Documents (other than the Collateral Trust Agreement) that contain a definition of “Permitted Liens.” No Grantor shall enter into any agreement or undertaking restricting the right or ability of the Grantor or the Collateral Agent to sell, assign or transfer or vote any of the Pledged Collateral or any interest therein, except as permitted by the Secured Debt Documents.

4.2 Notices . The Grantors will advise the Collateral Agent promptly, in reasonable detail, of:

(a) any Lien (other than security interests created hereby or Liens permitted under the Collateral Trust Agreement) on any of the Pledged Collateral; and

(b) of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the security interests created hereby.

4.3 Payment of Obligations . The Grantors will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Pledged Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Pledged Collateral, except that no such charge tax or assessment need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of the Grantors and (unless the collateral Agent is provided with security reasonably acceptable to it) such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Pledged Collateral or any interest therein.

4.4 Insurance . The Grantors will maintain such insurance as may be required under the terms of any Secured Debt Documents. All such insurance shall (x) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (y) name the Collateral Agent as insured party or loss payee, (z) if requested by the Collateral Agent, include a breach of warranty clause. The Grantors shall provide the Collateral Agent from time to time with such evidence of insurance coverage as the Collateral Agent may request, and shall provide the Collateral Agent with copies of any insurance certificates, insurance reports and other information regarding insurance it provides to any Secured Debt Representative, as and when provided to such Secured Debt Representative.

4.5 Recordation . Prior to or concurrently with the execution and delivery of this Agreement, the Grantors shall file such financing statements and other documents in such offices as the Collateral Agent may request to perfect the security interests granted by Section 3.1 of this Agreement. The Grantors consent that Uniform Commercial Code financing statements may be filed describing the Pledged Collateral as “all assets” or “all personal property” of the Grantors.

4.6 Delivery and Other Perfection . The Grantors shall:

(a) promptly deliver to the Collateral Agent all certificates and instruments representing the Pledged Equity endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent may request, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral; or take such other action as the Collateral Agent shall reasonably deem necessary or appropriate to duly record or otherwise perfect the Lien created hereunder in such Pledged Equity under the law of the United States or a jurisdiction thereof;

(b) if any of the Investment Property pledged by the Grantors in an aggregate amount in excess of $100,000 is received by the Grantors, either (i) deliver to the Collateral Agent such Investment Property (together with the certificates or instruments for any such Investment Property duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent may request), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Pledged Collateral, or (ii) take such other action as shall be necessary or as the Collateral Agent shall reasonably deem necessary or appropriate to duly record or otherwise perfect the Lien created hereunder in such Investment Property under the law of the United States or a jurisdiction thereof;

(c) deliver and pledge to the Collateral Agent any and all Instruments in an aggregate amount in excess of $100,000, endorsed and/or accompanied by such instruments of assignment and transfer in such form and all Instruments, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Collateral Agent may request; provided that so long as no Actionable Default shall have occurred and be continuing, the Grantors may collect any Instruments and the Collateral Agent shall, promptly upon request of either Grantor, make appropriate arrangements for making any Instrument pledged by the Grantors available to the Grantors, for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document);

(d) execute, deliver, and record the Intellectual Property Security Agreements, in substantially the form set forth in Annexes 10-12 hereto, as applicable, or otherwise in form and substance satisfactory to the Collateral Agent for recording the security interest granted hereunder in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authority necessary to perfect the security interest granted hereunder in such Intellectual Property Collateral; provided, however, that nothing in this Agreement shall be construed to require any Grantor to file any Intellectual Property Security Agreements or otherwise record or register the Collateral Agent’s security interest in the Intellectual Property Collateral any jurisdiction other than the United States and the United Kingdom, except with respect to any material Intellectual Property Collateral.

(e) give, execute, deliver, file, record, authorize or obtain all such other financing statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable (in the judgment of the Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto under the law of the United States or a jurisdiction thereof or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest;

(f) maintain the security interest created by this Agreement as a perfected security interest in favor of the Collateral Agent and defend such security interest against the claims and demands of all Persons whomsoever;

(g) furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in

connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail;

(h) keep full and accurate books and records relating to the Pledged Collateral, and stamp or otherwise mark such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement;

(i) permit representatives of the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Collateral, and permit representatives of the Collateral Agent to be present at the Grantor’s place of business to receive copies of all communications and remittances relating to the Pledged Collateral, and forward copies of any notices or communications received by the Grantor with respect to the Pledged Collateral, all in such manner as the Collateral Agent may require;

(j) at the sole expense of the Grantors, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as are required for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted or as the Collateral Agent may reasonably request, including (1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (2) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Pledged Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto;

(k) provide the Collateral Agent with at least 30 days’ prior written notice of a change (i) in its location (as defined in Section 9-307 of the UCC), (ii) in the place or places where it maintains any of its books and records relating to the Pledged Collateral, or (iii) in its name, in each case, together with all additional financing statements and other documents requested by the Collateral Agent to maintain the validity, perfection and priority of the security interest granted pursuant hereto.

4.7 Other Financing Statements and Liens . Except with respect to Liens included in the definition of “Permitted Liens” under all Secured Debt Documents (other than the Collateral Trust Agreement) that contain a definition of “Permitted Liens,” each Grantor shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Pledged Collateral in which the Collateral Agent is not named as the sole secured party. Except as otherwise permitted under the Collateral Trust Agreement, the Grantor shall not permit any Person other than the Collateral Agent to have Control of any Deposit Account or Investment Property included in the Pledged Collateral.

4.8 Pledged Equity . So long as no Actionable Default shall have occurred and be continuing and except as otherwise provided in the Collateral Trust Agreement, the Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity for all purposes not inconsistent with the terms of this Agreement, the

Indenture and the Collateral Trust Agreement or any other instrument or agreement referred to herein or therein, provided that the Grantors agree that they will not vote the Pledged Equity in any manner that is inconsistent with the terms of this Agreement, any Secured Debt Document or the Collateral Trust Agreement; and the Collateral Agent shall execute and deliver to the Grantor or cause to be executed and delivered to the Grantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the rights and powers which its is entitled to exercise pursuant to this Section 4.7 . Except as otherwise provided in this Agreement or the Collateral Trust Agreement, the Grantors shall be entitled to receive and retain any non-liquidating dividends, distributions or proceeds on the Pledged Equity paid in cash, and shall be entitled to receive any liquidating distributions, dividends and proceeds on the Pledged Equity paid in cash to the extent permitted by the Collateral Trust Agreement and all applicable Secured Debt Documents.

4.9 Securities Accounts; Deposit Accounts .

(a) If any Grantor shall now or hereafter have rights in any Securities Account with any securities intermediary, the Grantor shall immediately notify the Collateral Agent thereof and, pursuant to a control agreement in form and substance reasonably satisfactory to the Collateral Agent, cause such securities intermediary to agree to comply with entitlement orders or other instructions originated by the Collateral Agent to such securities intermediary as to the securities or other financial assets contained therein without consent from the Grantor.

(b) The Grantors shall enter into a control agreement with the depository bank maintaining the Deposit Accounts described in Annex 4 within 15 days after the date hereof, in form and substance reasonably satisfactory to the Collateral Agent, wherein such bank shall agree to comply with instructions to such bank originated by the Collateral Agent directing the disposition of funds in such Deposit Account without consent from the Grantor. If any Grantor shall hereafter have rights in any Deposit Account maintained with any bank, the Grantor shall immediately notify the Collateral Agent thereof and, pursuant to a control agreement in form and substance reasonably satisfactory to the Collateral Agent, cause such bank to agree to comply with instructions to such bank originated by the Collateral Agent directing the disposition of funds in such Deposit Account without consent from the Grantor.

4.10 Receivables .

(a) Other than in the ordinary course of business consistent with its past practice, the Grantors will not (v) grant any extension of the time of payment of any Receivable, (w) compromise or settle any Receivable for less than the full amount thereof, (x) release, wholly or partially, any Person liable for the payment of any Receivable, (y) allow any credit or discount whatsoever on any Receivable or (z) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

(b) The Grantors will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

4.11 Intellectual Property .

(a) In the event that the Grantors become aware that any item of Intellectual Property Collateral is being infringed, misappropriated or otherwise violated by a third party, Grantors shall promptly notify the Collateral Agent and shall take all reasonable and appropriate actions, at its expense, to protect or enforce such Intellectual Property Collateral, including suing for infringement or misappropriation and for an injunction against such infringement or misappropriation if Grantor determines such suit to be reasonable and appropriate.

(b) With respect to each item of its registered Intellectual Property Collateral, each Grantor agrees, in each case to the extent it believes it reasonable or necessary to do so in its reasonable business judgment, to maintain, at its expense, (i) such registered Intellectual Property Collateral in full force and effect, and (ii) each registered Patent, Trademark and Copyright now or hereafter included in such Intellectual Property Collateral of Grantor, including the payment of required fees and taxes, the filing of applications for renewal or extension, and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. Each Grantor shall take all reasonable and appropriate steps to preserve and protect each item of the foregoing Intellectual Property Collateral , including maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and ensuring that all licensed users of any of the Trademarks use such consistent standards of quality.

(c) No Grantor shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any registered and/or material Intellectual Property Collateral, unless Grantor shall have previously reasonably determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary in the conduct of Grantor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any such abandonment to the Collateral Agent.

(d) Each Grantor agrees promptly to notify the Collateral Agent if Grantor becomes aware (i) that any item of its Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any item of Intellectual Property Collateral. The Grantors shall not do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain.

(e) Each Grantor agrees that should it obtain an ownership interest in any item of Intellectual Property that is not on the date hereof a part of the Intellectual Property Collateral (“Additional Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such Additional Intellectual Property shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement. Each Grantor shall give prompt written notice to the Collateral Agent reasonably

identifying any Additional Intellectual Property, and each Grantor shall execute and deliver to the Collateral Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Annexes 10-12 hereto, as applicable or otherwise in form and substance reasonably satisfactory to the Collateral Agent covering such Additional Intellectual Property, which agreement shall be recorded with the United States Patent and Trademark Office, United States Copyright Office and any other Governmental Authority necessary to perfect the security interest granted hereunder in such Additional Intellectual Property.

(f) For the purpose of enabling the Collateral Agent to exercise its rights and remedies under Section 5 of this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, assign, license or sublicense the Intellectual Property Collateral, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

(g) Subject to and upon the terms hereof and of any Secured Debt Document that limits the right of each Grantor to dispose of its property, so long as no Actionable Default shall have occurred and be continuing, the Grantor will be permitted to exploit, use, enjoy, protect, license non-exclusively and sublicense non-exclusively the Intellectual Property Collateral, solely in the ordinary course of the business of such Grantor.

(h) Upon release of the Collateral Agent’s Lien on the Pledged Collateral pursuant to the Collateral Trust Agreement, the license granted pursuant to Section 4.10(f) shall terminate.

4.12 Electronic Chattel Paper and Transferable Records . If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with the Grantors that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under New York UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Actionable Default has occurred and is continuing or would occur after taking into account any action by either Grantor with respect to such Electronic Chattel Paper or transferable record.

4.13 Letter-of-Credit Rights . If any Grantor is at any time a beneficiary under any letter of credit now or hereafter issued in favor of the Grantor in amounts in the aggregate in excess of $100,000, such Grantor shall promptly notify the Collateral Agent thereof and the Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such letters of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letters of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under such letters of credit are to be applied as provided in the Collateral Trust Agreement. The Collateral Agent agrees that for so long as no Actionable Default has occurred and is continuing, it will promptly remit all proceeds from draws on letters of credit to the Grantors. The Collateral Agent shall, at the written request of the Grantor, submit to the issuer of any such letters of credit such requests for draws as may be required to draw under the letter of credit.

4.14 Commercial Tort Claims . Each Grantor shall advise the Collateral Agent promptly in writing of any commercial tort claims held by the Grantor individually or in the aggregate in excess of $100,000 and shall promptly execute a supplement to this Agreement in form and substance as shall be sufficient to grant a security interest in such commercial tort claim to the Collateral Agent.

4.15 No Exercise . The Collateral Agent agrees that notwithstanding anything contained in this Agreement, the Collateral Agent shall not be entitled to submit any entitlement orders or other instructions with respect to Securities Accounts, Deposit Accounts or any Investment Property or monies therein except when an Actionable Default has occurred and is continuing.

4.16 Notice of Creation or Acquisition of Additional Pledged Collateral . Within 10 days after the end of each fiscal quarter, each Grantor shall furnish the Collateral Agent with a report listing for such quarter:

(a) any Subsidiary formed or acquired by the Grantor;

(b) any certificated securities or uncertificated securities not held in a securities account acquired by the Grantor;

(c) any change in name, jurisdiction of organization or chief executive office of the Grantor;

(d) any new location of Inventory or Equipment of the Grantor;

(e) all Promissory Notes, Instruments or Chattel Paper received by the Grantor with a value in excess of $100,000;

(f) any securities account or deposit account opened by the Grantor;

(g) all applications for and registration received by the Grantor in respect of any Intellectual Property;

(h) any Letter of Credit Rights acquired by the Grantor; and

(a) any Commercial Tort Claims acquired by the Grantor.

4.17 Excluded Pledged Collateral. The Grantors will use their respective commercially reasonable efforts to ensure that all contracts, agreements, leases and licenses acquired or entered into by any of them after the date of this Agreement will not contain provisions that will cause them to be excluded from the Pledged Collateral pursuant to Section 3.2 .

Section 5. Remedies .

5.1 Default . During the period during which an Actionable Default shall have occurred and be continuing:

(a) each Grantor shall, at the request of the Collateral Agent, assemble the Pledged Collateral owned by it at such place or places, reasonably convenient to the Collateral Agent and such Grantor, designated in the Collateral Agent’s request;

(b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Pledged Collateral;

(c) the Collateral Agent shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity as if the Collateral Agent were the sole and absolute owner thereof (and the Grantor agrees to take all such action as may be appropriate to give effect to such right);

(d) the Collateral Agent in its discretion may, in its name or in the name of the Grantor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so; and

(e) the Collateral Agent may, upon ten Business Days’ prior written notice to the Grantors of the time and place, with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, sell, lease, assign or otherwise dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any holder of any Secured Obligation or anyone else

may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Grantors, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Equity, to limit purchasers to those who will agree, among other things, to acquire the Pledged Equity for their own account, for investment and not with a view to the distribution or resale thereof. The Grantors acknowledge that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Equity for the period of time necessary to permit the respective issuer thereof to register it for public sale.

(f) the Collateral Agent may, by written notice to the relevant Grantor, declare the entire right, title and interest of Grantor in and to all Intellectual Property Collateral, vested in the Collateral Agent for the benefit of the Secured Parties, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the benefit of the Secured Parties, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 5.10 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable governmental authority; (ii) take and use, practice under or sell the Intellectual Property Collateral and the right to carry on the business and use the assets of Grantor in connection with which the Intellectual Property Collateral has been used; and (iii) direct Grantor to refrain, in which event such Grantor shall refrain, from using or practicing under the Intellectual Property Collateral in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property Collateral to the Collateral Agent.

5.2 Certain matters Relating to Receivables . The Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time, upon the Collateral Agent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

5.3 Communications with Obligors; Grantors Remain Liable

(a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Actionable Default communicate with obligors under the Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Receivables.

(a) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Actionable Default, the Grantors shall notify obligors on the Receivables that the Receivables have been assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent.

(b) Anything herein to the contrary notwithstanding, the Grantors shall remain liable under each of the Receivables and all other contracts included in the Pledged Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. The Collateral Agent shall not have any obligation or liability under any Receivable (or any agreement giving rise thereto) or other contracts by reason of or arising out of this Agreement or the receipt by the Collateral Agent of any payment relating thereto, nor shall the Collateral Agent be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto or other contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.4 Private Sale; Registration Rights .

(a) The Collateral Agent and Secured Parties shall incur no liability as a result of the sale of the Pledged Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Grantor hereby waives any claims against the Collateral Agent or any Secured Party arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree.

(b) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Collateral, and if in the opinion of the Collateral Agent it is necessary or advisable to have the Pledged Collateral, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Grantors will, at any time and from time to time, upon the written request of the Collateral Agent, use their respective best efforts to take such action, and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of the Pledged Collateral including to (i) execute and deliver all such agreements, instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register and sell the Pledged Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use their respective best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year

from the date of the first public offering of the Pledged Collateral, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto or in the opinion of any underwriters selected by Collateral Agent to effectuate such purchase. The Grantors further agree to indemnify, defend and hold harmless the Collateral Agent, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and other charges of legal counsel to the Collateral Agent), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Grantors of the Pledged Collateral by the Collateral Agent expressly for use therein. The Grantors further agree, upon written request, to use their respective best efforts to qualify, file or register any of the Pledged Collateral under the “Blue Sky” or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations and (y) to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. The Grantors will bear all costs and expenses of carrying out its obligations under this Section.

(c) The Grantors agree to use their best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this section valid and binding and in compliance with any and all applicable requirements of law.

5.5 Deficiency . The Grantors shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay its Secured Obligations and the fees and other charges of any attorneys employed by the Collateral Agent to collect such deficiency.

5.6 Application of Proceeds . Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Pledged Collateral pursuant hereto, and any other cash at the time held by the Collateral Agent under this Section 5 shall be applied by the Collateral Agent in accordance with Section 3.4 of the Collateral Trust Agreement.

5.7 Proceeds of Accounts . If so requested by the Collateral Agent at any time after the occurrence and during the continuance of an Actionable Default, each Grantor shall instruct all account debtors in respect of Accounts, Chattel Paper and General Intangibles and all obligors on Instruments to make all payments in respect thereof either (a) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box

which shall be in the name and under the control of the Collateral Agent) or (b) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent) under arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which such Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent. In addition to the foregoing, each Grantor agrees that, at any time after the occurrence and during the continuance of an Actionable Default, if the proceeds of any Pledged Collateral hereunder (including the payments made in respect of Accounts) shall be received by it, the Grantor shall, upon the request of the Collateral Agent, as promptly as possible remit such proceeds to the Collateral Agent. Until so deposited, all such proceeds shall be held in trust by the Grantor for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Grantor. Upon the occurrence and during the continuance of any Actionable Default, upon request of the Collateral Agent, the Grantor shall promptly notify (and the Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Pledged Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Pledged Collateral are to be made directly to the Collateral Agent.

5.8 Payments on Pledged Equity . If any Actionable Default shall have occurred and be continuing, all dividends and other distributions of any kind or nature on the Pledged Equity shall be paid directly to the Collateral Agent and retained by it as part of the Pledged Collateral, subject to the terms of this Agreement and the Collateral Trust Agreement, and, if the Collateral Agent shall so request in writing, the Grantor agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end.

5.9 Regulatory Matters .

(a) At any time after the occurrence and during the continuance of an Actionable Default, the Grantor shall take all lawful action that the Collateral Agent may reasonably request in the exercise of its rights and remedies hereunder with respect to the FCC Licenses and the CRTC Licenses included in the Pledged Collateral, including without limitation the right to require each Grantor to transfer or assign the FCC Licenses and the CRTC Licenses held by it to any Person. In furtherance of this right, each Grantor shall (i) cooperate fully with the Collateral Agent in obtaining all approvals and consents from the FCC and each other Governmental Authority that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of such FCC Licenses and the CRTC Licenses, and (ii) prepare, execute and file with the FCC and the CRTC and any other Governmental Authority any application, request for consent, certificate or instrument that the Collateral Agent may deem necessary or advisable to accomplish any such transfer or assignment of such FCC Licenses and CRTC Licenses.

(b) In furtherance of the authority granted in Section 5.9 above, the Collateral Agent is authorized to request the consent or approval of the FCC or the CRTC or any other Governmental Authority to a voluntary or an involuntary transfer of control of each Grantor or the voluntary or involuntary assignment of any FCC Licenses held by the Grantor. In connection with the exercise of its remedies under this Agreement, the Collateral Agent may obtain the appointment of a trustee or receiver to assume control of such Grantor, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or

receiver shall have all rights and powers provided to it by law or by court order or provided to the Collateral Agent under this Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent will not take any action hereunder that would constitute or result in any transfer of control or assignment of the FCC Licenses, the CRTC Licenses or the Grantor without obtaining all necessary FCC, CRTC and other Governmental Authority approvals, and (ii) the Collateral Agent shall not foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to control the FCC Licenses and the CRTC Licenses as provided herein or take any other action that would affect the operational, voting, or other control of the Grantor, unless such action is taken in accordance with the provisions of the Communications Act of 1934 (U.S.), as from time to time amended, the Telecommunications Act (Canada), as amended from time to time, and the rules, regulations and published policies of the FCC, the CRTC and any other Governmental Authority.

5.10 Attorney-in-Fact, etc.

(a) The Grantors hereby irrevocably constitute and appoint the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantors and in the name of the Grantors or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Grantors hereby give the Collateral Agent the power and right, on behalf of the Grantors, without notice to or assent by the Grantors, to do any or all of the following:

(i) in the name of the Grantors or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Pledged Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Pledged Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any of the Pledged Collateral, effect any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Pledged Collateral;

(v) direct any party liable for any payment under any of the Pledged Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

(vi) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Pledged Collateral;

(vii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Pledged Collateral;

(viii) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Pledged Collateral or any portion thereof and to enforce any other right in respect of any Pledged Collateral;

(ix) defend any suit, action or proceeding brought against the Grantor with respect to any Pledged Collateral;

(x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate;

(xi) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and

(xii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Grantors’ expense (including reasonable attorneys’ fees), at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantors might do.

(b) Anything in Section 5.10(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 5.10(a) unless an Actionable Default shall have occurred and be continuing.

(c) If the Grantors fail to perform or comply with any of its agreements contained herein or in any contract included in the Pledged Collateral, the Collateral

Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 5.10 , together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Second Priority Lien Obligations pursuant to the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by the Grantor, shall be payable by the Grantor to the Collateral Agent on demand.

(e) The Grantors hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

5.11 Filing of Financing Statements . Each Grantor authorizes the Collateral Agent to file or record financing statements, any amendments thereto and other filing or recording documents or instruments with respect to the Pledged Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement including any financing statement describing the Pledged Collateral as “all assets,” “all personal property” or any similar description. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

Section 6. Termination and Release .

6.1 Termination . This Agreement shall terminate on the Secured Obligations Termination Date, and upon compliance with the provisions of Article V of the Collateral Trust Agreement, and at the request and sole expense of the Grantors, the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Pledged Collateral and money received in respect thereof, to or on the order of the Grantors.

6.2 Release of Guarantors . This Agreement shall terminate as to either or both Guarantors upon the release of the Guarantors pursuant to Article V of the Collateral Trust Agreement.

6.3 Release of Specific Pledged Collateral . Upon the sale, assignment, transfer or conveyance of any specific item or items of Pledged Collateral in compliance with the provisions of clause (ii) or clause (iii) of Section 5.1(a) of the Collateral Trust Agreement, the Lien granted hereby shall terminate as to such Pledged Collateral; provided that the Lien of the Collateral Agent in any Proceeds from the sale, assignment, transfer or conveyance of such Pledged Collateral shall continue unless otherwise specifically provided by any applicable Security Document.

Section 7. Miscellaneous .

7.1 Notices . All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient at its “Address for Notices” specified pursuant to Section 8.5 of the Collateral Trust Agreement and shall be deemed to have been given at the times specified in said Section.

7.2 Further Assurances . The Grantors agree that, from time to time upon the written request of the Collateral Agent, the Grantors will execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order fully to effect the purposes of this Agreement.

7.3 No Waiver . No failure on the part of the Collateral Agent or any Secured Party to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or any Secured Party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

7.4 Amendments . The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Grantors and the Collateral Agent. Any such amendment or waiver shall be binding upon the Collateral Agent, the Grantors, each other Secured Party and each holder of Secured Obligations.

7.5 Collateral Trust Agreement Controls . In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in the Collateral Trust Agreement, the terms and provisions of the Collateral Trust Agreement shall supersede and control the terms and provisions of this Agreement. This Agreement supplements, but does not limit or supersede, the security interests being concurrently granted by ICO Canada under Canadian law or by the Company under English law.

7.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Grantors and the Collateral Agent, each of the other Secured Parties and each holder of any Secured Obligations.

7.7 Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

7.8 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

7.9 Captions . The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

7.10 Severability . If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

7.11 Modification of Indebtedness . The Guarantors shall remain obligated hereunder, and the security interests granted hereunder shall remain in full force and effect, notwithstanding that, without notice to or further assent by the Secured Obligations or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties or the Collateral Agent, and the Indenture and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Parties or the Collateral Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Secured Parties or the Collateral Agent for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. The Secured Parties and the Collateral Agent shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Secured Obligations or any property subject thereto.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

ICO NORTH AMERICA, INC.


By:	/s/ Craig Jorgens
Name:
Title:


ICO SATELLITE MANAGEMENT LLC


By:		/s/ D. Schmitt
Name:			Dennis Schmitt
Title:			CFO


ICO SATELLITE SERVICES G.P.


By:		/s/ D. Schmitt
Name:			Dennis Schmitt
Title:			CFO


THE BANK OF NEW YORK, as Collateral Agent


By:		/s/ STACEY B. POINDEXTER
Name:			STACEY B. POINDEXTER
Title:			ASSISTANT VICE PRESIDENT

ICO GLOBAL COMMUNICATIONS (CANADA) INC.


By:	/s/ D. Schmitt
Name:		Dennis Schmitt
Title:		CFO

Exhibit 10.19

Executive Copy

COLLATERAL TRUST AGREEMENT

dated as of August 15, 2005

among

ICO NORTH AMERICA, INC.,

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

THE BANK OF NEW YORK,
as Trustee under the Indenture,

THE BANK OF NEW YORK,
as Collateral Agent

and

EACH OF THE OTHER PERSONS PARTY HERETO FROM TIME TO TIME

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION		2
Section 1.1	Defined Terms	2
Section 1.2	Rules of Interpretation	21

ARTICLE II THE TRUST ESTATES		21
Section 2.1	Declaration of First Priority Trust	21
Section 2.2	Declaration of Second Priority Trust	22
Section 2.3	Declaration of Other Junior Lien Trust	23
Section 2.4	Escrow	24
Section 2.5	Priority of Liens	24
Section 2.6	Enforcement of Liens	25
Section 2.7	Special Rights in Insolvency Proceedings	29
Section 2.8	Pledged Collateral Shared Equally and Ratably Within Each Class	30
Section 2.9	Additional Obligations and Guarantees	30

ARTICLE III OBLIGATIONS AND POWERS OF COLLATERAL AGENT		31
Section 3.1	Undertaking of the Collateral Agent	32
Section 3.2	Release or Subordination of Liens	32
Section 3.3	Remedies Upon Actionable Default	32
Section 3.4	Application of Proceeds	33
Section 3.5	Powers of the Collateral Agent	34
Section 3.6	Documents and Communications	34
Section 3.7	For Sole and Exclusive Benefit of Holders of Secured Obligations	35
Section 3.8	Additional Secured Debt	35

ARTICLE IV VOTING; INTERCREDITOR MATTERS		35
Section 4.1	Voting	35
Section 4.2	Intercreditor Decisions	36
Section 4.3	Purchase of Working Capital Facility	36
Section 4.4	Limitations upon Indebtedness	37

ARTICLE V OBLIGATIONS ENFORCEABLE BY THE COMPANY AND THE OTHER OBLIGORS		38
Section 5.1	Release of Liens	38
Section 5.2	Delivery of Copies to Secured Debt Representatives	40
Section 5.3	Collateral Agent not Required to Serve, File or Record	41

ARTICLE VI IMMUNITIES OF THE COLLATERAL AGENT		41
Section 6.1	No Implied Duty	41
Section 6.2	Appointment of Agents and Advisors	41
Section 6.3	Other Agreements	41
Section 6.4	Solicitation of Instructions	41

Section 6.5	Limitation of Liability	42
Section 6.6	Documents in Satisfactory Form	42
Section 6.7	Entitled to Rely	42
Section 6.8	Secured Debt Default	42
Section 6.9	Actions by Collateral Agent	42
Section 6.10	Security or Indemnity in favor of the Collateral Agent	43
Section 6.11	Rights of the Collateral Agent	43
Section 6.12	Limitations on Duty of Collateral Agent in Respect of Collateral	43
Section 6.13	Assumption of Rights, Not Assumption of Duties	44
Section 6.14	No Liability for Clean Up of Hazardous Materials	44

ARTICLE VII RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT		44
Section 7.1	Resignation or Removal of Collateral Agent	44
Section 7.2	Appointment of Successor Collateral Agent	45
Section 7.3	Succession	45

ARTICLE VIII MISCELLANEOUS PROVISIONS		46
Section 8.1	Amendment	46
Section 8.2	Further Assurances	47
Section 8.3	Successors and Assigns	48
Section 8.4	Delay and Waiver	48
Section 8.5	Notices	49
Section 8.6	Notice of Discharge	49
Section 8.7	Entire Agreement	50
Section 8.8	Compensation; Expenses	50
Section 8.9	Indemnity	51
Section 8.10	Severability	51
Section 8.11	Headings	51
Section 8.12	Obligations Secured	51
Section 8.13	Governing Law	52
Section 8.14	Waiver of Jury Trial	52
Section 8.15	Jurisdiction	52
Section 8.16	Counterparts	52
Section 8.17	Effectiveness	52
Section 8.18	Additional Obligors	53
Section 8.19	Continuing Nature of this Agreement	53
Section 8.20	Insolvency	53
Section 8.21	Rights and Immunities of Secured Debt Representatives	53
Section 8.22	No Recourse Against Parent	53

EXHIBIT A: Form of Collateral Trust Joinder

This COLLATERAL TRUST AGREEMENT (this “ Agreement ”), dated as of August 15, 2005, is entered into by and among ICO North America, Inc., a Delaware corporation (the “ Company ”); ICO Global Communications (Holdings) Limited, a Delaware corporation (“ Parent ”); the Guarantors (as defined below) from time to time party hereto; The Bank of New York, as collateral agent hereunder (together with its successors and permitted assigns in such capacity, the “ Collateral Agent ”); The Bank of New York, as trustee under the Indenture (as defined below) (together with its successors and permitted assigns in such capacity, the “ Indenture Trustee ”); the lender or administrative agent under the Loan Agreement (as defined below) which becomes a party hereto by executing and delivering a Collateral Trust Joinder (together with its successors and permitted assigns in such capacity, the “ Lender ”); and each other Person which becomes a party hereto by executing and delivering a Collateral Trust Joinder.

RECITALS:

WHEREAS, the Company intends to issue $650,000,000 in aggregate principal amount of its 7.5% Convertible Senior Secured Notes due 2009 (the “ Notes ”), pursuant to an Indenture (the “ Indenture ”), dated as of the date hereof, by and between the Company and the Indenture Trustee; and

WHEREAS, the Company intends to borrow up to $40,000,000 in aggregate principal amount of first priority secured working capital loans (the “ Working Capital Facility ”) from a provider or providers of working capital financing yet to be identified pursuant to a loan agreement to be entered among the Company, one or more Guarantors and one or more lenders, arrangers and other agents party thereto (the “ Loan Agreement ”); and

WHEREAS, t he Company, Parent and the Guarantors intend to secure the Notes, the Working Capital Facility and all other Secured Obligations (as defined herein) with security interests in the collateral described in security agreements, pledge agreements or other similar agreements, each dated as of the date hereof and each between the Company, Parent or a Guarantor and the Collateral Agent (all such collateral and any future collateral granted to the Collateral Agent as security for the Secured Obligations, the “ Pledged Collateral ”); and

WHEREAS, pursuant to the terms of the Indenture, the Company may from time to time incur additional indebtedness or obligations secured with security interests in or other liens on the Pledged Collateral; and

WHEREAS, this Agreement sets forth (1) the terms on which the Company has appointed the Collateral Agent as trustee for the present and future holders of the Secured Obligations to (a) receive, hold, maintain, administer, and enforce (i) all Security Documents (as defined herein), and (ii) all interests, rights, powers and remedies of the Collateral Agent hereunder and thereunder, and (b) distribute the proceeds of the Pledged Collateral in a manner consistent with the priority of liens granted under the Security Documents and described herein and (2) various intercreditor arrangements among the holders of Notes, the Lender and future holders of secured indebtedness or other obligations.

AGREEMENT:

NOW THEREFORE , in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Defined Terms . The following terms will have the following meanings:

(a) “ Act of Required Debtholders ” means, as to any matter:

(i) at any time prior to the Working Capital Loan Funding Date, a direction in writing delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the Second Priority Lien Debt as determined in accordance with Article IV ;

(ii) at any time after the Working Capital Loan Funding Date, but prior to the Discharge of First Priority Lien Obligations and prior to the Remedy Bar Lift Trigger Date, a direction in writing delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the First Priority Lien Debt as determined in accordance with Article IV ;

(iii) at any time after the Working Capital Loan Funding Date but prior to the Discharge of First Priority Lien Obligations and after the Remedy Bar Lift Trigger Date, a direction in wiring delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the First Priority Lien Debt as determined in accordance with Article IV; provided , however , that if the holders of the First Priority Lien Debt have not as of the Remedy Bar Lift Trigger Date submitted any direction (and for purposes of this clause (iii), a direction not to act shall not be treated as a direction) to the Collateral Agent above with respect to the exercise of remedies hereunder or under the Security Documents, a direction in writing delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the Second Priority Lien Debt as determined in accordance with Article IV ;

(iv) at any time after the Discharge of First Priority Lien Obligations but prior to the Discharge of Second Priority Lien Obligations, a direction in writing delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the Second Priority Lien Debt as determined in accordance with Article IV ; and

(v) unless otherwise agreed in writing by the holders of Other Junior Lien Debt, at any time after the Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations, a direction in writing delivered to the Collateral Agent by or with the written consent of the holders of more than 50% of the Other Junior Lien Debt as determined in accordance with Article IV .

For this purpose, Secured Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding.

(b) “ Actionable Default ” means:

(i) prior to the Working Capital Loan Funding Date, the occurrence of any event of default under any Second Priority Lien Document, the result of which is that: (A) the holders of Second Priority Lien Debt under such Second Priority Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or (B) such Secured Obligations automatically become due and payable prior to the stated maturity thereof;

(ii) after the Working Capital Loan Funding Date, but prior to the Discharge of First Priority Lien Obligations and prior to the Remedy Bar Lift Trigger Date, the occurrence of any event of default under any First Priority Lien Document, the result of which is that: (A) the holders of First Priority Lien Debt under such First Priority Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or (B) such Secured Obligations automatically become due and payable prior to the stated maturity thereof;

(iii) after the Working Capital Loan Funding Date but prior to the Discharge of First Priority Lien Obligations and after the Remedy Bar Lift Trigger Date, the occurrence of any event of default under any First Priority Lien Document or under any Second Priority Lien Document, the result of which is that: (A) the holders of First Priority Lien Debt or the Second Priority Lien Debt under such First Prior i ty Lien Document or Second Priority Lien Document, as the case may be, have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or (B) such Secured Obligations automatically become due and payable prior to the stated maturity thereof;

(iv) after the Discharge of First Priority Lien Obligations but prior to the Discharge of Second Priority Lien Obligations, the occurrence of any event of default under any Second Priority Lien Document, the result of which is that: (A) the holders of Second Priority Lien Debt under such Second Priority Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or (B) such Secured Obligations automatically become due and payable prior to the stated maturity thereof;

(v) unless otherwise agreed in writing by the holders of Other Junior Lien Debt, at any time after the Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations, the occurrence of any event of default under any Other Junior Lien Document, the result of which is that: (A) the holders of Other Junior Lien Debt under such Other Junior Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or (B) such Secured Obligations automatically become due and payable prior to the stated maturity thereof.

(c) “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this Agreement, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided , that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. Notwithstanding the foregoing, no Person shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of holding Secured Obligations.

(d) “ Agreement ” has the meaning set forth in the preamble to this Agreement, as such agreement may be amended, modified, or supplemented from time to time pursuant to its terms and the terms of the Indenture.

(e) “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

(f) “ Board of Directors ” means (i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership; (iii) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and (iv) with respect to any other Person, the board or committee of such Person serving a similar function.

(g) “ Business Day ” means any day other than a Legal Holiday.

(h) “ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

(i) “ Capital Stock ” means, (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

(j) “ Cash Equivalents ” means (i) United States dollars, (ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided, that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thompson Bank Watch Rating of “B” or better, (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v) commercial paper having the highest rating obtainable from either Moody’s or Standard & Poor’s, in each case, maturing within six months after the date of acquisition, (vi) AAA-rated taxable municipal securities having maturities of not more than six months including, but not limited to, auction rate securities and variable rate demand notes (for securities where the interest rate resets via a “dutch auction” or “put” mechanism, the auction date or put date will be used to determine the maturity date), (vii) U.S. corporate bonds or notes with maturities of not more than six months and having a minimum long-term credit rating of “A2” by Moody’s and “A” by Standard & Poor’s, and (viii) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (vii) of this definition.

(k) “ Class ” means (i) in the case of First Priority Lien Debt, every Series of First Priority Lien Debt, taken together, (ii) in the case of Second Priority Lien Debt, every Series of Second Priority Lien Debt, taken together, and (iii) in the case of Other Junior Lien Debt, every Series of Other Junior Lien Debt, taken together.

(l) “ Closing Date ” means August 15, 2005.

(m) “ Collateral Agent ” has the meaning set forth in the preamble to this Agreement.

(n) “ Collateral Trust Joinder ” means an agreement substantially in the form of Exhibit A to this Agreement.

(o) “ Company ” has the meaning set forth in the preamble to this Agreement, and any and all successors thereto.

(p) “ Credit Facilities ” means one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

(q) “ Discharge of First Priority Lien Obligations ” means the occurrence of all of the following:

(i) termination of all commitments to extend credit that would constitute First Priority Lien Debt;

(ii) the (x) payment in full in cash of the principal of and interest and premium (if any) on all First Priority Lien Debt (other than any undrawn letters of credit); (y) defeasance in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such defeasance) of all First Priority Lien Debt (other than any undrawn letters of credit); or (z) conversion in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such conversion) of all First Priority Lien Debt to Capital Stock in accordance with the terms of the applicable Secured Debt Document;

(iii) discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting First Priority Lien Debt; and

(iv) payment in full in cash of all other First Priority Lien Obligations that are outstanding and unpaid at the time the First Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

(r) “ Discharge of Other Junior Lien Obligations ” means the occurrence of all of the following:

(i) termination of all commitments to extend credit that would constitute Other Junior Lien Debt;

(ii) the (x) payment in full in cash of the principal of and interest and premium (if any) on all Other Junior Lien Debt (other than any undrawn letters of credit); (y) defeasance in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such defeasance) of all Other Junior Lien Debt (other than any undrawn letters of credit); or (z) conversion in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such conversion) of all Other Junior Lien Debt to Capital Stock in accordance with the terms of the applicable Secured Debt Document;

(iii) discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting Other Junior Lien Debt; and

(iv) payment in full in cash of all other Other Junior Lien Obligations that are outstanding and unpaid at the time the Other Junior Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

(s) “ Discharge of Second Priority Lien Obligations ” means the occurrence of all of the following:

(i) termination of all commitments to extend credit that would constitute Second Priority Lien Debt;

(ii) the (x) payment in full in cash of the principal of and interest and premium (if any) on all Second Priority Lien Debt (other than any undrawn letters of credit); (y) defeasance in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such defeasance) of all Second Priority Lien Debt (other than any undrawn letters of credit); or (z) conversion in accordance with the applicable Secured Debt Document (if such document provides for a release of Liens on the Pledged Collateral upon such conversion) of all Second Priority Lien Debt to Capital Stock in accordance with the terms of the applicable Secured Debt Document;

(iii) discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting Second Priority Lien Debt; and

(iv) payment in full in cash of all other Second Priority Lien Obligations that are outstanding and unpaid at the time the Second Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

(t) “ Discharge of Senior Priority Lien Obligations ” means (i) with respect to the Second Priority Lien Debt, the Discharge of First Priority Lien Obligations, and (ii) with respect to Other Junior Lien Debt, the Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations.

(u) “ Equally and Ratably ” means, in reference to sharing of Liens or proceeds thereof as between Secured Parties of the same Class, that such Liens or proceeds:

(i) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on, each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, and thereafter

(ii) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on, all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Secured Obligations within that Class, for the account of the

holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Agent) prior to the date such distribution is made.

(v) “ Equity Interests ” means Capital Stock, and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

(w) “ Escrow Agent ” has the meaning given in Section 2.4 .

(x) “ Escrow Agreement ” has the meaning given in Section 2.4 .

(y) “ Escrowed Interest ” has the meaning given in Section 2.4 .

(z) “ Excluded Assets ” means any of the following:

(i) Any interest of the Company or any Obligor in any lease, license, contract, property rights or agreement to which the Company or any Obligor is a party (or to any of its rights or interests thereunder) to the extent that the grant of a security interest would (A) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the Company or any Obligor therein; (B) constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; or (C) require the consent of any third party, in each case except that to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC;

(ii) Any interest of the Company or any Obligor in any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to applicable Federal law, including the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time; provided that the proceeds derived from or in connection with the sale, lease, assignment, transfer or any other disposition of, or assignment of rights under, the FCC Licenses are not “Excluded Assets;”

(iii) Any interest of the Company or any Obligor in any Escrowed Interest, any earnings thereon or Proceeds thereof, or any securities account or deposit account in which any Escrowed Interest (or earnings thereon or Proceeds thereof) is held.

(aa) “ FCC ” means the United States Federal Communications Commission.

(bb) “ FCC License ” means any license, authorization, approval, or permit, granted by the FCC pursuant to the Communications Act of 1934, as amended, to the Company or its Subsidiaries, whether for or in connection with the construction and/or operation of any System, including, without limitation, the MSS/ATC FCC License and similar authorizations.

(cc) “ First Priority Debt Representative ” means:

(i) in the case of the Loan Agreement, the lender thereunder or the trustee, agent or other representative of lenders thereunder that is appointed as a First Priority Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the Loan Agreement and has executed a Collateral Trust Joinder; or

(ii) in the case of any other Series of First Priority Lien Debt, the trustee, agent or other representative of the holders of such Series of First Priority Lien Debt that is appointed as a First Priority Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the credit agreement, indenture or other agreement governing such Series of First Priority Lien Debt and has executed a Collateral Trust Joinder.

(dd) “ First Priority Debt Sharing Confirmation ” means, as to any Series of First Priority Lien Debt, the written agreement of the holders of such Series of First Priority Lien Debt, as set forth in the credit agreement, indenture or other agreement governing such Series of First Priority Lien Debt, for the enforceable benefit of all holders of each other existing and future Series of First Priority Lien Debt, each existing and future First Priority Debt Representative and the Collateral Agent, that (i) all First Priority Lien Obligations will be and are secured Equally and Ratably by all Liens at any time granted by the Company or any other Obligor to secure any Obligations in respect of such Series of First Priority Lien Debt, whether or not upon property otherwise constituting Pledged Collateral, (ii) all such Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Priority Lien Obligations Equally and Ratably, and (iii) the holders of Obligations in respect of such Series of First Priority Lien Debt are bound by the provisions in this Agreement relating to the order of application of proceeds from enforcement of such Liens, and consent to and direct the Collateral Agent to perform its obligations under this Agreement.

(ee) “ First Priority Lien ” means a Lien granted by a Security Document to the Collateral Agent, for the benefit of the First Priority Secured Parties, upon any property of the Company or any other Obligor to secure First Priority Lien Obligations.

(ff) “ First Priority Lien Debt ” means:

(i) Indebtedness under the Loan Agreement;

(ii) Indebtedness under any other Credit Facility that is secured by a First Priority Lien; and

(iii) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt;

provided , that:

Indebtedness was permitted to be incurred and so secured under each applicable Secured Debt Document);

(x) on or before the date on which such Indebtedness is incurred by the Company or the applicable Subsidiary, such Indebtedness is designated by the Company, in an Officer’s Certificate delivered to each First Priority Debt Representative and the Collateral Agent, as “First Priority Lien Debt” for the purposes of this Agreement and the other First Priority Lien Documents;

(y) such Indebtedness is governed by an agreement that includes a First Priority Debt Sharing Confirmation, a Lien Priority Confirmation, and an agreement by the holder of such Indebtedness and the applicable First Priority Debt Representative to vote with respect to such Indebtedness in accordance with Article IV of this Agreement; and

(z) all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Collateral Agent’s Liens to secure such Indebtedness and all Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Company delivers to the Collateral Agent an Officer’s Certificate stating that such requirements have been satisfied and that such Indebtedness is “First Priority Lien Debt”).

(gg) “ First Priority Lien Documents ” means the Loan Agreement, each First Priority Sharing Confirmation, the Security Documents, each agreement evidencing any other Series of First Priority Lien Debt and all other agreements governing, securing or relating to any First Priority Lien Obligations.

(hh) “ First Priority Lien Obligations ” means the First Priority Lien Debt and all other Obligations in respect of First Priority Lien Debt.

(ii) “ First Priority Secured Parties ” means the holders of First Priority Lien Obligations and the First Priority Debt Representatives.

(jj) “ First Priority Trust Estate ” has the meaning given in Section 2.1 .

(kk) “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and the Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

(ll) “ Guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof) of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

(mm) “ Guarantors ” means:

(i) ICO Satellite Management LLC, ICO Satellite Services Limited, ICO Services Limited, ICO Global Communications (Canada) Inc. and ICO Satellite Services GP;

(ii) any other Subsidiary of the Company that becomes a Guarantor under any Secured Debt Document; and

(iii) their respective successors and assigns.

(nn) “ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements entered into solely to provide protection against movements in interest rates and not for any speculative purpose, interest rate cap agreements and interest rate collar agreements, (ii) other agreements or arrangements designed to manage interest rates or interest rate risk, and (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

(oo) “ Indebtedness ” means with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of banker’s acceptances; (iv) representing Capital Lease Obligations; (v) representing the balance deferred and unpaid of the purchase price of any property or services; or (vi) representing any Hedging Obligations. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

(pp) “ Indemnified Liabilities ” means any and all liabilities (including all environmental liabilities), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under, any law (including environmental laws) applicable to or enforceable against the Company or any of its Subsidiaries or any of the Pledged Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

(qq) “ Indemnitee ” has the meaning set forth in Section 8.9(a) .

(rr) “ Indenture ” has the meaning set forth in the recitals to this Agreement.

(ss) “ Insolvency Proceeding ” means: (i) any proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Obligor, any receivership or assignment for the benefit of creditors relating to the

Company or any other Obligor or any similar case or proceeding relative to the Company or any other Obligor or its creditors, as such, including any case under Title 11 of the United States Code or any comparable foreign law equivalent, or any successor bankruptcy law, in each case whether or not voluntary; provided that in the case of an involuntary petition in bankruptcy, such petition has not been discharged within sixty (60) days of its filing; (ii) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Obligor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; (iii) the Company or any other Obligor shall shall admit in writing its inability to pay its debts as they become due or (iv) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Obligor are determined and any payment or distribution is or may be made on account of such claims.

(tt) “ Junior Priority Debt Documents ” mean each agreement evidencing Junior Priority Lien Obligations, the Security Documents and all other agreements governing, securing or relating to Junior Priority Lien Obligations.

(uu) “ Junior Priority Debt Representatives ” means (i) with respect to the First Priority Lien Debt, the Second Priority Debt Representatives and the Other Junior Debt Representatives, and (ii) with respect to the Second Priority Lien Debt, the Other Junior Debt Representatives.

(vv) “ Junior Priority Lien ” means (i) with respect to the First Priority Secured Parties, the Second Priority Lien and the Other Junior Liens, and (ii) with respect to the Second Priority Secured Parties, the Other Junior Liens.

(ww) “ Junior Priority Lien Obligations ” means, with respect to a Junior Priority Secured Party, the Obligations owed to such Person.

(xx) “ Junior Priority Secured Parties ” means (i) with respect to the First Priority Secured Parties, the Second Priority Secured Parties and the Other Junior Secured Parties, and (ii) with respect to the Second Priority Secured Parties, the Other Junior Secured Parties.

(yy) “ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

(zz) “ Lender ” has the meaning set forth in the preamble hereto.

(aaa) “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

(bbb) “ Lien Priority Confirmation ” means:

(i) as to any Series of First Priority Lien Debt, the written agreement of the holders of such Series of First Priority Lien Debt, as set forth in the credit agreement, indenture or other agreement governing such Series of First Priority Lien Debt, for the enforceable benefit of all holders of each existing and future holders of Permitted Prior Liens and the Collateral Agent, to be bound by the provisions of this Agreement;

(ii) as to any Series of Second Priority Lien Debt, the written agreement of the holders of such Series of Second Priority Lien Debt, as set forth in the credit agreement, indenture or other agreement governing such Series of Second Priority Lien Debt, for the enforceable benefit of all holders of each existing and future holders of Permitted Prior Liens, each existing and future Series of First Priority Lien Debt, each existing and future First Priority Debt Representative and the Collateral Agent, to be bound by the provisions of this Agreement; and

(iii) as to any Series of Other Junior Lien Debt, the written agreement of the holders of such Series of Other Junior Lien Debt, as set forth in the credit agreement, indenture or other agreement governing such Series of Other Junior Lien Debt, for the enforceable benefit of all holders of all existing and future Permitted Prior Liens, of each existing and future Series of First Priority Lien Debt, each existing and future Series of Second Priority Lien Debt, each existing and future First Priority Debt Representative, each existing and future Second Priority Debt Representative and the Collateral Agent, to be bound by the provisions of this Agreement.

(ccc) “ Loan Agreement ” has the meaning set forth in the recitals to this Agreement.

(ddd) “ Mobile Communications System ” means any specialized mobile radio system, radio paging system, mobile telephone system, cellular radio telecommunications system, conventional mobile telephone system, personal communications system, data transmission system or other radio communications system.

(eee) “ New Secured Debt ” has the meaning given in Section 2.9 .

(fff) “ Notes ” has the meaning set forth in the recitals to this Agreement.

(ggg) “ Notice of Actionable Default ” means a written notice given to the Collateral Agent stating that an Actionable Default has occurred and is continuing.

(hhh) “ Obligations ” means, with respect to any Indebtedness of any Person (collectively, without duplication):

(i) all debt, financial liabilities and obligations of such Person of whatsoever nature and howsoever evidenced (including principal, interest (including interest accruing, at the then applicable rate, after the filing of any petition in bankruptcy or the commencement of any Insolvency Proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, reimbursement obligations, cash cover obligations, penalties, indemnities and legal and other expenses,

whether due after acceleration or otherwise) to the providers or holders of such Indebtedness or to any agent, trustee or other representative of such providers or holders of such Indebtedness under or pursuant to each agreement, document or instrument evidencing, securing, guaranteeing or relating to such Indebtedness, financial liabilities or obligations relating to such Indebtedness (including Secured Debt Documents applicable to such Indebtedness (if any)), in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such agreement, document or instrument;

(ii) any and all sums paid or advanced by the Collateral Agent or any other Person in order to preserve the Pledged Collateral or any other collateral securing such Indebtedness or to preserve the Liens and security interests in the Pledged Collateral or any other collateral securing such Indebtedness; and

(iii) the costs and expenses of collection and enforcement of the obligations referred to in clauses (i) and (ii), including: (A) the costs and expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on any Pledged Collateral or any other collateral; (B) the costs and expenses of any exercise by the Collateral Agent or any other Person of its rights under the Security Documents or any other security documents; and (C) reasonable attorneys’ fees and expenses and court costs.

(iii) “ Obligor ” means the Company and each other Person (if any) that at any time provides collateral security for any Secured Debt Obligations.

(jjj) “ Officer’s Certificate ” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Company by two officers of the Company, who must be the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer or other principal accounting officer, including: (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

(kkk) “ Other Junior Debt Representative ” means the trustee, agent or other representative for the holders of a Series of Other Junior Lien Debt that is appointed as an Other Junior Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the credit agreement, indenture or other agreement governing such Other Junior Lien Debt and has executed a Collateral Trust Joinder.

(lll) “ Other Junior Lien ” means a Lien granted by a Security Document to the Collateral Agent, for the benefit of the Other Junior Secured Parties, upon any property of the Company or any other Obligor to secure Other Junior Lien Obligations.

(mmm) “ Other Junior Lien Debt ” means Third Party Subordinated Indebtedness secured by the property and assets of the Company; provided , that

(i) all such property and assets must be part of the Pledged Collateral and any such Liens must be junior to all First Priority Liens and Second Priority Liens in accordance with the terms hereof;

(ii) such Indebtedness was permitted to be incurred and so secured under each applicable Secured Debt Document (or the lenders under such Indebtedness obtained an Officer’s Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Secured Debt Document);

(iii) on or before the date on which such Indebtedness is incurred by the Company or the applicable Subsidiary, such Indebtedness is designated by the Company, in an Officer’s Certificate delivered to each Other Junior Debt Representative and the Collateral Agent, as “Other Junior Lien Debt” for the purposes of this Agreement and the other Other Junior Lien Documents;

(iv) such Indebtedness is governed by an agreement that includes an Other Junior Lien Sharing Confirmation, a Lien Priority Confirmation, and an agreement by the holder of such Indebtedness to vote with respect to such Indebtedness in accordance with Article IV of this Agreement; and

(v) all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Collateral Agent’s Liens to secure such Indebtedness and all Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Company delivers to the Collateral Agent an Officer’s Certificate stating that such requirements have been satisfied and that such Indebtedness is “Other Junior Lien Debt”).

(nnn) “ Other Junior Lien Debt Sharing Confirmation ” means, as to any Series of Other Junior Lien Debt, the written agreement of the holders of such Series of Other Junior Lien Debt, as set forth in the indenture or other agreement governing such Series of Other Junior Lien Debt, for the enforceable benefit of all holders of each other existing and future Series of Other Junior Lien Debt, each existing and future Other Junior Debt Representative and the Collateral Agent, (i) setting forth the priority of such Series of Other Junior Lien Debt in relation to all Other Junior Lien Obligations with respect to sharing of proceeds of Pledged Collateral, voting and other matters under this Agreement, and (ii) providing that the holders of Obligations in respect of such Series of Other Junior Lien Debt are bound by the provisions in this Agreement relating to the order of application of proceeds from enforcement of such Liens, and consent to and direct the Collateral Agent to perform its obligations under this Agreement.

(ooo) “ Other Junior Lien Documents ” means each agreement evidencing Other Junior Lien Debt and all other agreements governing, securing or relating to any Other Junior Lien Obligations.

(ppp) “ Other Junior Lien Obligations ” means the Other Junior Lien Debt and all other Obligations in respect of Other Junior Lien Debt.

(qqq) “ Other Junior Lien Trust Estate ” has the meaning given in Section 2.3 .

(rrr) “ Other Junior Secured Parties ” means the holders of Other Junior Lien Obligations and the Other Junior Debt Representatives.

(sss) “ Parent ” has the meaning given in the preamble to this Agreement.

(ttt) “ Permitted Prior Liens ” means (i) Liens to secure the performance of statutory obligations, performance bonds or other obligations of a like nature; (ii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; and (iii) Liens imposed by law, such as carriers’, warehousemen’s, materialmans’, landlord’s and mechanics’ Liens; provided , however , that in each case such Liens shall be Permitted Prior Liens only to the extent that under applicable law or contract such Liens are entitled to priority over the Liens granted by the Security Documents.

(uuu) “ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

(vvv) “ Pledged Collateral ” has the meaning set forth in the recitals to this Agreement.

(www) “ Remedy Bar Lift Trigger Date ” means, at any time prior to the Discharge of First Priority Lien Obligations and after the occurrence of an event of default as defined in and under any Second Priority Lien Document, the earlier of (i) the date that is 180 days after the occurrence of such event of default and (ii) the date of the commencement of any Insolvency Proceeding in respect of the Company or any Obligor.

(xxx) “ Responsible Officer ” means, with respect to the Collateral Agent or any Secured Debt Representative, any officer within the corporate trust department of the Collateral Agent or such Secured Debt Representative, as the case may be, including any managing director, director, vice president, assistant vice president, associate, trust officer or any other officer of the Collateral Agent or such Secured Debt Representative, as the case may be, who customarily performs functions similar to those performed by the Persons who at the time will be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who will have direct responsibility for the administration of this Agreement.

(yyy) “ Second Priority Debt Representative ” means:

(i) in the case of the Notes, the Indenture Trustee; or

(ii) in the case of any other Series of Second Priority Lien Debt, the trustee, agent or other representative of the holders of such Series of Second Priority Lien

Debt that is appointed as a Second Priority Debt Representative (for purposes related to the administration of the Security Documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Second Priority Lien Debt and has executed a Collateral Trust Joinder.

(zzz) “ Second Priority Debt Sharing Confirmation ” means, as to any Series of Second Priority Lien Debt, the written agreement of the holders of such Series of Second Priority Lien Debt, as set forth in the indenture or other agreement governing such Series of Second Priority Lien Debt, for the enforceable benefit of all holders of each other existing and future Series of Second Priority Lien Debt, each existing and future Second Priority Debt Representative and the Collateral Agent, that (i) all Second Priority Lien Obligations will be and are secured Equally and Ratably by all Liens at any time granted by the Company or any other Obligor to secure any Obligations in respect of such Series of Second Priority Lien Debt, whether or not upon property otherwise constituting Pledged Collateral, (ii) all such Liens will be enforceable by the Collateral Agent for the benefit of all holders of Second Priority Lien Obligations Equally and Ratably, and (iii) the holders of Obligations in respect of such Series of Second Priority Lien Debt are bound by the provisions in this Agreement relating to the order of application of proceeds from enforcement of such Liens, and consent to and direct the Collateral Agent to perform its obligations under this Agreement.

(aaaa) “ Second Priority Lien Documents ” means the Indenture, the Notes, each Second Priority Sharing Confirmation, the Security Documents, each agreement evidencing any other Series of Second Priority Lien Debt and all other agreements governing, securing or relating to any Second Priority Lien Obligations.

(bbbb) “ Second Priority Lien ” means a Lien granted by a Security Document to the Collateral Agent, for the benefit of the Second Priority Secured Parties, upon any property of the Company or any other Obligor to secure Second Priority Lien Obligations.

(cccc) “ Second Priority Lien Debt ” means:

(i) the Notes issued on the Closing Date and any other Notes issued pursuant to the Indenture;

(ii) subject to the provisions of Section 4.4(a)(iii), Indebtedness under any other Credit Facility that is secured by a Second Priority Lien; and

(iii) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other Second Priority Lien Debt;

provided , that in the case of any Indebtedness referred to in clause (ii) or (iii) of this definition:

(w) such Indebtedness was permitted to be incurred and so secured under each applicable Secured Debt Document (or the lenders under such Indebtedness obtained an Officer’s Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Secured Debt Document);

(x) on or before the date on which such Indebtedness is incurred by the Company or the applicable Subsidiary, such Indebtedness is designated by the Company, in an Officer’s Certificate delivered to each Second Priority Debt Representative and the Collateral Agent, as “Second Priority Lien Debt” for the purposes of this Agreement and the other Second Priority Lien Documents;

(y) such Indebtedness is governed by an agreement that includes a Second Priority Sharing Confirmation, a Lien Priority Confirmation, and an agreement by the holder of such Indebtedness and the applicable Second Priority Debt Representative to vote with respect to such Indebtedness in accordance with Article IV of this Agreement; and

(dddd) “ Second Priority Lien Obligations ” means the Second Priority Lien Debt and all other Obligations in respect of Second Priority Lien Debt.

(eeee) “ Second Priority Secured Parties ” means the holders of Second Priority Lien Obligations and the Second Priority Debt Representatives.

(ffff) “ Second Priority Trust Estate ” has the meaning set forth in Section 2.2 .

(gggg) “ Secured Debt ” means First Priority Lien Debt, Second Priority Lien Debt and Other Junior Lien Debt.

(hhhh) “ Secured Debtholder ” means, at any time, a Person that is at that time the holder of any Secured Debt or has any commitment with respect to any Secured Debt or the issuance of any letters of credit under any Secured Debt Document or the making of any loans under any Secured Debt Document.

(iiii) “ Secured Debt Default ” means any event or condition which, under the terms of any Secured Debt Document, causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

(jjjj) “ Secured Debt Documents ” means the First Priority Lien Documents, the Second Priority Lien Documents and the Other Junior Lien Documents.

(kkkk) “ Secured Debt Representative ” means each First Priority Debt Representative, each Second Priority Debt Representative and each Other Junior Debt Representative.

(llll) “ Secured Obligations ” means the First Priority Lien Obligations, the Second Priority Lien Obligations and the Other Junior Lien Obligations.

(mmmm) “ Secured Obligations Termination Date ” means the date on which all actions required to be taken and all amounts required to be paid for the Discharge of the First Priority Lien Obligations, the Discharge of the Second Priority Lien Obligations and the Discharge of the Other Junior Lien Obligations have been so taken or paid.

(nnnn) “ Secured Parties ” means the First Priority Secured Parties, the Second Priority Secured Parties and the Other Junior Secured Parties.

(oooo) “ Security Agreement ” means an agreement or agreements by an Obligor in favor of the Collateral Agent granting a security interest and pledge in assets and properties (other than Excluded Assets) of the Obligor, whether owned at any relevant time or thereafter acquired.

(pppp) “ Security Documents ” means this Agreement and all other security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by the Company or any other Obligor creating (or purporting to create) a Lien upon Pledged Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time in accordance with its terms.

(qqqq) “ Senior Priority Debt Representatives ” means (i) with respect to the Second Priority Lien Debt, the First Priority Debt Representatives, and (ii) with respect to the Other Junior Lien Debt, the First Priority Debt Representatives and the Second Priority Debt Representatives.

(rrrr) “ Senior Priority Lien ” means (i) with respect to the Second Priority Secured Parties, Permitted Prior Liens and First Priority Liens, and (ii) with respect to the Other Junior Secured Parties, Permitted Prior Liens, First Priority Liens and Second Priority Liens.

(ssss) “ Senior Priority Lien Documents ” each agreement evidencing Senior Priority Lien Obligations, the Security Documents and all other agreements governing, securing or relating to any Senior Priority Lien Obligations.

(tttt) “ Senior Priority Lien Obligations ” means, with respect to a Senior Priority Secured Party, the Obligations owed to such Person.

(uuuu) “ Senior Priority Secured Parties ” means (i) with respect to the Second Priority Secured Parties, the First Priority Secured Parties, and (ii) with respect to the Other Junior Secured Parties, the First Priority Secured Parties and the Second Priority Secured Parties.

(vvvv) “ Series of First Priority Lien Debt ” means, severally, the Indebtedness incurred under the Loan Agreement and each other issue or series of First Priority Lien Debt incurred under one or more related documents.

(wwww) “ Series of Second Priority Lien Debt ” means, severally, the Indebtedness incurred under the Indenture and the Notes and each other issue or series of Second Priority Lien Debt incurred under one or more related documents.

(xxxx) “ Series of Other Junior Lien Debt ” means, severally, each issue or series of Other Junior Lien Debt incurred under one or more related documents.

(yyyy) “ Series of Secured Debt ” means, severally, each Series of First Priority Lien Debt, each series of Second Priority Lien Debt and each Series of Other Junior Lien Debt.

(zzzz) “ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

(aaaaa) “ Subsidiary ” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(bbbbb) “ Third Party Subordinated Indebtedness ” means Indebtedness loaned to the Company or a Subsidiary of the Company by a Person other than an Affiliate of the Company that is contractually subordinated in right of payment and in all other respects to the First Priority Lien Obligations and the Second Priority Lien Obligations and is otherwise in the form required by the Secured Debt Documents.

(ccccc) “ Trust Estates ” has the meaning set forth in Section 2.3.

(ddddd) “ UCC ” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

(eeeee) “ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

(fffff) “ Working Capital Loan Funding Date ” means the date of the initial borrowing or draw by the Company under the Loan Agreement.

(ggggg) “ Working Capital Facility ” has the meaning set forth in the recitals to this Agreement.

Section 1.2 Rules of Interpretation .

(a) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings therein set forth.

(b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

(c) The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d) References to “Sections” and “clauses” will be to Sections and clauses, respectively, of this Agreement unless otherwise specifically provided.

(e) References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided.

(f) References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

(g) This Agreement, the other Security Documents and any documents or instruments delivered pursuant hereto will be construed without regard to the identity of the party who drafted it. Each and every provision of this Agreement, the other Security Documents and any instruments and documents entered into and delivered in connection therewith will be construed as though the parties participated equally in the drafting thereof. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Security Documents and any instruments and documents entered into and delivered in connection with this Agreement or any of the other Security Documents.

ARTICLE II THE TRUST ESTATES

Section 2.1 Declaration of First Priority Trust

(a) To secure the payment of the First Priority Lien Obligations and in consideration of and subject to the mutual agreements set forth in this Agreement, each of the Obligors hereby grants to the Collateral Agent, and the Collateral Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of First Priority Lien Obligations, all of such Obligor’s right, title and interest in, to and under all Pledged Collateral granted to the Collateral Agent under any Security Document for the benefit

of the First Priority Secured Parties, and the Collateral Agent hereby accepts and agrees to hold all of the Collateral Agent’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ First Priority Trust Estate ”). The Collateral Agent and its successors and assigns under this Agreement will hold the First Priority Trust Estate in trust for the benefit solely and exclusively of all present and future holders of First Priority Lien Obligations as security for the payment of all present and future First Priority Lien Obligations. The parties declare and covenant that the First Priority Trust Estate will be held and distributed by the Collateral Agent subject to the further agreements herein.

(b) If at any time:

(i) all Liens granted in favor of the First Priority Secured Parties by any and all of the Security Documents have been released as provided in Section 5.1 ;

(ii) the Collateral Agent holds no other property in trust as part of the First Priority Trust Estate;

(iii) no monetary obligation (other than indemnification and other contingent obligations not then due and payable) is outstanding and payable under this Agreement to the Collateral Agent or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity); and

(iv) the Company delivers to the Collateral Agent an Officer’s Certificate stating that all Liens of the Collateral Agent have been released in compliance with all applicable provisions of the First Priority Lien Documents and that the Obligors are not required by any First Priority Lien Document to grant or maintain any Lien upon any property to secure the First Priority Lien Obligations;

then the first priority trust arising hereunder will terminate, except that, notwithstanding such termination, all provisions set forth in Sections 8.8 and 8.9 hereof enforceable by the Collateral Agent or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) or any other Indemnitees will remain enforceable in accordance with their terms.

Section 2.2 Declaration of Second Priority Trust.

(a) To secure the payment of the Second Priority Lien Obligations and in consideration of and subject to the mutual agreements set forth in this Agreement, each of the Obligors hereby grants to the Collateral Agent, and the Collateral Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Second Priority Lien Obligations, all of such Obligor’s right, title and interest in, to and under all Pledged Collateral granted to the Collateral Agent under any Security Document for the benefit of the Second Priority Secured Parties, and the Collateral Agent hereby accepts and agrees to hold all of the Collateral Agent’s right, title and interest in, to and under the Security Documents,

and all interests, rights, powers and remedies of the Collateral Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Second Priority Trust Estate ”). The Collateral Agent and its successors and assigns under this Agreement will hold the Second Priority Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Second Priority Lien Obligations as security for the payment of all present and future Second Priority Lien Obligations. The parties declare and covenant that the Second Priority Trust Estate will be held and distributed by the Collateral Agent subject to the further agreements herein.

(b) If at any time:

(i) all Liens granted in favor of the Second Priority Secured Parties by any and all of the Security Documents have been released as provided in Section 5.1 ;

(ii) the Collateral Agent holds no other property in trust as part of the Second Priority Trust Estate;

(iv) the Company delivers to the Collateral Agent an Officer’s Certificate stating that all Liens of the Collateral Agent have been released in compliance with all applicable provisions of the Second Priority Lien Documents and that the Obligors are not required by any Second Priority Lien Document to grant or maintain any Lien upon any property to secure the Second Priority Lien Obligations;

then the second priority trust arising hereunder will terminate, except that, notwithstanding such termination, all provisions set forth in Sections 8.8 and 8.9 hereof enforceable by the Collateral Agent or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) or any other Indemnitees will remain enforceable in accordance with their terms.

Section 2.3 Declaration of Other Junior Lien Trust.

(a) To secure the payment of the Other Junior Lien Obligations and in consideration of and subject to the mutual agreements set forth herein, each of the Obligors hereby grants to the Collateral Agent, and the Collateral Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Other Junior Lien Obligations, all of such Obligor’s right, title and interest in, to and under all Pledged Collateral granted to the Collateral Agent under any Security Document for the benefit of the Other Junior Secured Parties, and the Collateral Agent hereby accepts and agrees to hold all of the Collateral Agent’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Other Junior Lien Trust Estate ,” and together with the First Priority Trust Estate and the Second Priority Trust Estate, the “ Trust Estates ”). The Collateral Agent and its successors and assigns under this Agreement will hold

the Other Junior Lien Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Other Junior Lien Obligations as security for the payment of all present and future Other Junior Lien Obligations. The parties declare and covenant that the Other Junior Lien Trust Estate will be held and distributed by the Collateral Agent subject to the further agreements herein.

(b) If at any time:

(i) all Liens granted in favor of the Other Junior Secured Parties by any and all of the Security Documents have been released as provided in Section 5.1 ;

(ii) the Collateral Agent holds no other property in trust as part of the Other Junior Lien Trust Estate;

(iv) the Company delivers to the Collateral Agent an Officer’s Certificate stating that all Liens of the Collateral Agent have been released in compliance with all applicable provisions of the Other Junior Lien Documents and that the Obligors are not required by any Other Junior Lien Document to grant or maintain any Lien upon any property to secure the Other Junior Lien Obligations,

then the other junior lien trust arising hereunder will terminate, except that, notwithstanding such termination, all provisions set forth in Sections 8.8 and 8.9 hereof enforceable by the Collateral Agent or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) or any other Indemnitee will remain enforceable in accordance with their terms.

Section 2.4 Escrow . In connection with the issuance of any Series of Secured Debt, any Obligor may enter into an escrow agreement (each, an “ Escrow Agreement ”) with an escrow agent (each, an “ Escrow Agent ”), which may be the Collateral Agent, pursuant to which such Obligor may deposit with the Escrow Agent, from the proceeds of such Series of Secured Debt, an amount equal to that amount of interest payments on the Series of Secured Debt specified in a Security Document for such Series of Secured Debt (the “ Escrowed Interest ”) and may grant a security interest to the Escrow Agent in such Escrowed Interest to secure all Secured Obligations under such Series of Secured Debt. Notwithstanding anything to the contrary set forth in this Agreement, the Escrowed Interest (and any earnings thereon) for a Series of Secured Debt shall not secure any Series of Secured Debt other than the Secured Obligations under the Series of Secured Debt to which it is pledged, shall not be part of any Trust Estate, and shall be applied to payment of the Series of Secured Debt it secures in accordance the terms of the respective Escrow Agreement and the other Secured Debt Documents.

Section 2.5 Priority of Liens.

(a) It is the intent of the parties hereto that:

(i) this Agreement and the Security Documents create three separate and distinct Trust Estates and Liens: the First Priority Trust Estate and Lien securing the payment and performance of the First Priority Lien Obligations, the Second Priority Trust Estate and Lien securing the payment and performance of the Second Priority Lien Obligations and the Other Junior Lien Trust Estate and Lien securing the payment and performance of the Other Junior Lien Obligations ;

(ii) (x) the Liens securing the Second Priority Lien Obligations are subject and subordinate to the Liens securing the Permitted Prior Liens and First Priority Lien Obligations, and (y) the Liens securing the Other Junior Lien Obligations are subject and subordinate to the Liens securing the Permitted Prior Liens and the First Priority Lien Obligations and the Liens securing the Second Priority Lien Obligations; and

(iii) subject to the provisions of this Agreement relating to the rights to proceeds of the sale of property subject to the Liens described herein, any sale of property pursuant to a Lien described hereunder permitted under the applicable Secured Debt Document or under Section 2.7(a)(iv) hereof will extinguish all Liens subordinate to the Lien pursuant to which such sale was made, and any property so sold will be sold free and clear of all such subordinate Liens.

(b) The parties hereto agree that, in no event will (other than with respect to Escrowed Interest):

(i) The First Priority Debt Representative or any First Priority Secured Parties have a Lien on or security interest in any Pledged Collateral that is not subject to the Second Priority Lien of the Second Priority Secured Parties;

(ii) the Second Priority Debt Representatives or any Second Priority Secured Parties have a Lien on or security interest in any Pledged Collateral that is not subject and subordinate to the First Priority Lien of the First Priority Secured Parties; and

(iii) the Other Junior Debt Representatives or any Other Junior Secured Parties have a Lien on or security interest in any Pledged Collateral that is not subject and subordinate to the First Priority Lien of the First Priority Secured Parties and the Second Priority Lien of the Second Priority Secured Parties.

Section 2.6 Enforcement of Liens.

(a) Whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Junior Priority Secured Parties will not:

(i) request judicial relief, in an Insolvency Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the Senior Priority Secured Parties in respect of the Pledged Collateral or that would limit, invalidate, avoid or set aside any Senior Priority Lien or subordinate any Senior Priority Liens to any Junior Priority Liens or grant Junior Priority Liens equal ranking to any Senior Priority Liens;

(ii) oppose or otherwise contest any motion for relief from the automatic stay or file or otherwise support any injunction against foreclosure or enforcement of Senior Priority Liens made by any Senior Priority Secured Parties in any Insolvency Proceedings;

(iii) oppose or otherwise contest any lawful exercise by any Senior Priority Secured Parties of the right to credit bid Senior Priority Lien Debt at any sale in foreclosure of Senior Priority Liens; or

(iv) oppose or otherwise contest any other request for judicial relief made in any court by any Senior Priority Secured Party relating to the lawful enforcement of any Senior Priority Lien against the Pledged Collateral.

(b) Prior to the Remedy Bar Lift Trigger Date, subject to the rights of any holders of Permitted Prior Liens, the First Priority Secured Parties will have the exclusive right to enforce rights and exercise remedies with respect to any Pledged Collateral that is part of the First Priority Trust Estate, regardless of whether such Pledged Collateral may also be part of the Second Priority Trust Estate or the Other Junior Lien Trust Estate. Notwithstanding the foregoing, subject to the rights of any holders of Permitted Prior Liens, the Second Priority Secured Parties may enforce rights, exercise remedies and take actions:

(i) without any condition or restriction whatsoever, at any time prior to the Working Capital Loan Funding Date or after the Discharge of First Priority Lien Obligations;

(ii) as necessary to redeem (subject to the prior Discharge of First Priority Lien Obligations) any Pledged Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce any right to claim, take or receive proceeds of Pledged Collateral remaining after the Discharge of First Priority Lien Obligations in the event of foreclosure or other enforcement of any prior Lien;

(iii) as necessary to perfect or establish the priority (subject to Senior Priority Liens) of the Second Priority Liens upon any Pledged Collateral; or

(iv) as necessary to create, prove, preserve or protect (but not enforce) the Second Priority Liens upon any Pledged Collateral.

(c) On or after the Remedy Bar Lift Trigger Date, subject to the rights of any holders of Permitted Prior Liens, and subject to the Collateral Agent’s obligation to comply with the Act of Required Debtholders, the First Priority Secured Parties and the Second Priority Secured Parties will each have the right to instruct the Collateral Agent to enforce rights and exercise remedies with respect to any Pledged Collateral that is part of the First Priority Trust Estate or the Second Priority Trust Estate. Notwithstanding the foregoing, subject to the rights of any holders of Permitted Prior Liens, the Other Junior Secured Parties may enforce rights, exercise remedies and take actions:

(i) without any condition or restriction whatsoever, at any time after the Discharge of First Priority Lien Obligations and the Discharge of the Second Priority Lien Obligations;

(ii) as necessary to redeem (subject to the prior Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations) any Pledged Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce any right to claim, take or receive proceeds of Pledged Collateral remaining after the Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations in the event of foreclosure or other enforcement of any prior Lien;

(iii) as necessary to perfect or establish the priority (subject to Senior Priority Liens) of the Other Junior Liens upon any Pledged Collateral; or

(iv) as necessary to create, prove, preserve or protect (but not enforce) the Other Junior Liens upon any Pledged Collateral.

(d) In exercising rights and remedies with respect to the Pledged Collateral, subject to the rights of any holders of Permitted Prior Liens, the First Priority Secured Parties and, after the Remedy Bar Lift Trigger Date, but subject to the Collateral Agent’s obligation to comply with an Act of Required Debtholders, the Second Priority Secured Parties, may enforce (or refrain from enforcing) the provisions of the Security Documents and exercise (or refrain from exercising) remedies thereunder or any such rights and remedies available at law or in equity, all in such order and in such manner as they may determine in the exercise of their sole and exclusive discretion, including:

(i) the exercise or forbearance from exercise of all rights and remedies in respect of the Pledged Collateral and/or the applicable Liens;

(ii) the enforcement or forbearance from enforcement of any Lien in respect of the Pledged Collateral;

(iii) the exercise or forbearance from exercise of rights and powers of a holder of shares of stock included in the Pledged Collateral to the extent provided in the Security Documents ;

(iv) the acceptance of the Pledged Collateral in full or partial satisfaction of the applicable Obligations, but only with the consent of each First Priority Debt Representative; and

(v) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity.

(e) The parties hereto agree that:

(i) Prior to the Discharge of First Priority Lien Obligations, the Second Priority Secured Parties and the Collateral Agent may not assert or enforce any right of marshalling accorded to junior lienholders, as against the First Priority Secured Parties (in their capacity as priority lienholders), under equitable principles.

(ii) Prior to the Discharge of First Priority Lien Obligations and the Discharge of Second Priority Lien Obligations, the Other Junior Secured Parties and the Collateral Agent may not assert or enforce any right of marshalling accorded to junior lienholders, as against the First Priority Secured Parties or the Second Priority Secured Parties (each, in their capacity as priority lienholders), under equitable principles.

(f) Except for payments received free from the Senior Priority Liens as provided in Section 2.6(g) , (i) all proceeds of Pledged Collateral received by any Junior Priority Debt Representative, the Collateral Agent or any holder of Junior Priority Liens at any time prior to the Discharge of Senior Priority Lien Obligations, will be held by such Junior Priority Debt Representative, the Collateral Agent or such holder, as the case may be, for the account of the holders of Senior Priority Liens and remitted to the applicable Senior Priority Debt Representative or the Collateral Agent in accordance with the terms of the Senior Priority Debt Documents.

(g) Except for prepayments and except for payments that are made from or constitute proceeds of property subject to Senior Priority Liens and that are received by any Junior Priority Debt Representative or the Collateral Agent or any holder of Junior Priority Lien Obligations at any time prior to the Discharge of Senior Priority Lien Obligations and after (i) the commencement of any Insolvency Proceeding in respect of the Company or any other Obligor or (ii) any Junior Priority Debt Representative and the Collateral Agent shall have received written notice from any Senior Priority Debt Representative stating that (A) any Senior Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Senior Priority Liens have become entitled to and desire to enforce any or all of the Priority Liens by reason of a default under any Senior Priority Debt Document:

(i) no payment of money (or the equivalent of money) made by the Company or any other Obligor to any Junior Priority Debt Representative, the Collateral Agent or any other holder of Junior Priority Lien Obligations (including, without limitation, payments and prepayments made for application to Junior Priority Lien Obligations and all other payments and deposits made pursuant to any provision of the Junior Priority Debt Document) will in any event be the subject to the foregoing provisions of this Section 2.6 ; and

(ii) all payments permitted to be received under this Section 2.6(g) will be received by the applicable Junior Priority Debt Representative, the Collateral Agent and other holders of Junior Priority Lien Obligations free from the Senior Priority Liens and all other Liens except the Junior Priority Liens .

Section 2.7 Special Rights in Insolvency Proceedings

(a) Subject to clause (b) below, if in any Insolvency Proceeding, the holders of Senior Priority Lien Obligations consent to any order:

(i) for use of cash collateral, provided , that such order does not provide for the release of any Pledged Collateral ;

(ii) approving a debtor-in-possession financing in an amount not to exceed $75 million less the amount outstanding, if any, under the Working Capital Facility, secured by a Lien that is senior to or pari passu with all Senior Priority Liens upon any property of the estate in such Insolvency Proceeding;

(iii) granting any relief on account of Senior Priority Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Senior Priority Lien Obligations in the Pledged Collateral subject to Senior Priority Liens; or

(iv) relating to a sale of assets of the Company or any other Obligor that provides, to the extent the assets sold are to be free and clear of Liens, that all Senior Priority Liens and Junior Priority Liens will attach to the proceeds of the sale;

then the Junior Priority Secured Parties, in their capacity as holders or representatives of secured claims, will not oppose or otherwise contest and will provide for the entry of such order, so long as none of the Senior Priority Secured Parties in any respect opposes or otherwise contests any request made by any Junior Priority Secured Party for the grant to the Collateral Agent, for the benefit of any Junior Priority Secured Parties, of a Junior Priority Lien upon any property on which a Lien is (or is to be) granted under such order to secure the Senior Priority Lien Obligations, co-extensive in all respects with, but subordinated (as set forth in Section 2.5 of this Agreement, as applicable) to, all such Senior Priority Liens on such property.

(b) Notwithstanding the foregoing, (i) the Junior Priority Secured Parties may oppose or contest any such order described in clause (a) above on any grounds that may be asserted by a holder of unsecured claims, and (ii) they may object to the confirmation of any plan of reorganization or similar dispositive restructuring plan that may have been filed by a party in interest and appear and be heard at the confirmation hearing on such plan.

(c) The Junior Priority Secured Parties will not file or prosecute in any Insolvency Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Pledged Collateral under any Junior Priority Liens, provided that they may freely seek and obtain relief granting a Lien, provided that such Lien may be co-extensive in all respects with, but shall be subordinated (as set forth Section 2.5 of this Agreement, as applicable) to, all Liens granted in the Insolvency Proceeding to, or for the benefit of, the holders of Senior Priority Lien Obligations, and if they seek and obtain relief providing for the payment of monies during the course of the Insolvency Proceedings, such payment shall be subordinate to any payment made to the holders of Senior Priority Lien Obligations in accordance with this Agreement.

(d) If in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens on any property of the reorganized debtor are distributed both on account of Senior Priority Lien Obligations and on account of Junior Priority Lien Obligations,

then, to the extent that the debt obligations distributed on account of the Senior Priority Lien Obligations and on account of the Junior Priority Lien Obligations are secured by Liens on the same property, the provisions of Section 2.5 and Section 2.6 of this Agreement will survive the distribution of those debt obligations pursuant to the plan and will apply with like effect to the Liens securing those debt obligations.

Section 2.8 Pledged Collateral Shared Equally and Ratably Within Each Class . Unless otherwise agreed in writing by the affected parties, the parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured Equally and Ratably by the security interests established in favor of the Collateral Agent for the benefit of the Secured Parties belonging to such Class. It is understood and agreed that nothing in this Section 2.8 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.5 and Section 2.6 hereof.

Section 2.9 Additional Obligations and Guarantees .

(a) The Company or other applicable Obligor will be permitted to designate as additional Secured Debtholders hereunder each Person who is, or who becomes, the registered holder of First Priority Lien Debt, Second Priority Lien Debt or Other Junior Lien Debt incurred by the Company or such other Obligor after the date of this Agreement in accordance with the terms of the Secured Debt Documents. The Company or other applicable Obligor may effect such designation by delivering to the Collateral Agent, with copies to each previously identified Secured Debt Representative, each of the following:

(i) An Officer’s Certificate (A) stating that the Company or such other Obligor intends to incur additional Secured Debt (“ New Secured Debt ”) which will either be (x) First Priority Lien Debt permitted by each applicable Secured Debt Document to be secured by a First Priority Lien on a pari passu basis with all previously existing First Priority Lien Debt , (y) Second Priority Lien Debt permitted by each applicable Secured Debt Document to be secured by a Second Priority Lien on a pari passu basis with all previously existing Second Priority Lien Debt, or (z) Other Junior Lien Debt permitted by each applicable Secured Debt Document to be secured with an Other Junior Lien on a pari passu basis with all previously existing Other Junior Lien Debt or as has otherwise been agreed by the affected parties with respect to such Other Junior Lien Debt; (B) describing any additional Guarantees or Security Agreements required under the terms of the Secured Debt Documents relating to the New Secured Debt; (C) setting forth the amount of the New Secured Debt; and (D) reciting the provisions of this Agreement or applicable Secured Debt Documents pursuant to which the New Secured Debt is permitted;

(ii) Evidence that the Security Agreements and Guarantees described in the Officer’s Certificate have been duly authorized, executed and delivered by the parties thereto;

(iii) Evidence that the Company or such other Obligor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each

appropriate governmental office all relevant filings and recordations to ensure that the New Secured Debt is secured by the Pledged Collateral; and

(iv) A written notice specifying the name and address of the Secured Debt Representative for such series of New Secured Debt for purposes of Section 8.5 .

Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Company or any other Obligor to incur additional Indebtedness unless otherwise permitted by the terms of the Secured Debt Documents.

(b) In the event that after the date of this Agreement, the Company or any other Obligor is required by the terms of any Secured Debt Document to add a Subsidiary of the Company as a Guarantor, the Company shall cause such Guarantor to (i) comply with the provisions hereof, (ii) execute a Collateral Trust Joinder and deliver such Collateral Trust Joinder to the Collateral Agent, (iii) execute a Security Agreement and deliver such Security Agreement to the Collateral Agent.

ARTICLE III OBLIGATIONS AND POWERS OF COLLATERAL AGENT

Section 3.1 Undertaking of the Collateral Agent .

(a) Subject to, and in accordance with, this Agreement, the Collateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties:

(i) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Pledged Collateral subject thereto, and all security interests created thereunder, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

(ii) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Pledged Collateral subject thereto and such interests, rights, powers and remedies;

(iii) deliver and receive notices pursuant to the Security Documents;

(iv) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Pledged Collateral under the Security Documents and its other interests, rights, powers and remedies;

(v) remit as provided in Section 3.4 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Pledged Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

(vi) execute and deliver amendments to the Security Documents as from time to time authorized and directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the amendment was permitted by each applicable Secured Debt Document; and

(vii) release any Lien granted to it by any Security Document upon any Pledged Collateral if and as required by Section 5.1(b) .

(b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Agent set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to it.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Pledged Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless and until it shall have received a Notice of Actionable Default, and then only in accordance with the provisions of this Agreement.

Section 3.2 Release or Subordination of Liens . The Collateral Agent will not release or subordinate any Lien of the Collateral Agent or consent to the release or subordination of any Lien of the Collateral Agent, except:

(a) as directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document;

(b) as required by Article V ;

(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or

(d) in the case of subordination, for the subordination of the Junior Priority Liens to the Senior Priority Liens.

Section 3.3 Remedies Upon Actionable Default . If the Collateral Agent at any time receives a Notice of Actionable Default, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Debtholders and will act, or decline to act, as directed by an Act of Required Debtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Pledged Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any Actionable Default as it may deem advisable and in the best interest of the holders of Secured Obligations.

Section 3.4 Application of Proceeds .

(a) Notwithstanding anything to the contrary contained herein, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon any Pledged Collateral in the following order of application:

FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Agent’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent, the Trustees or any co-trustee or agent in connection with any Security Document;

SECOND, to the repayment of Indebtedness (other than Secured Debt) and other obligations secured by a Permitted Prior Lien on the Pledged Collateral sold or realized upon;

THIRD, to the respective First Priority Debt Representatives for application to the payment of all outstanding First Priority Lien Debt and any other First Priority Lien Obligations, or to be held by the respective First Priority Debt Representatives pending such application, in such order as is set forth in the First Priority Lien Documents (or, if not so provided, as directed in writing by all of the First Priority Debt Representatives) in an amount sufficient to pay in full in cash all outstanding First Priority Lien Debt and all other First Priority Lien Obligations (including all interest accrued thereon after the commencement of any Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the First Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting First Priority Lien Debt);

FOURTH, to the respective Second Priority Debt Representatives for application to the payment of all outstanding Second Priority Lien Debt and any other Second Priority Lien Obligations, or to be held by the respective Second Priority Debt Representatives pending such application, in such order as is set forth in the Second Priority Lien Documents (or, if not so provided, as directed in writing by all of the Second Priority Debt Representatives) in an amount sufficient to pay in full in cash all outstanding Second Priority Lien Debt and all other Second Priority Lien Obligations (including all interest accrued thereon after the commencement of any Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Second Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting Second Priority Lien Debt);

FIFTH, to the Other Junior Debt Representatives for application to such Other Junior Lien Obligations Equally and Ratably, until all such Other Junior Lien Obligations have been paid in full in cash or the cash amount held by such Other Junior Debt Representatives in respect of such Other Junior Lien Obligations is sufficient to pay all such Other Junior Lien Obligations; and

SIXTH, any surplus remaining after the payment in full in cash of all of the Secured Obligations entitled to the benefit of such Pledged Collateral will be paid to the Company or

such other applicable Obligor, as the case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

(b) If any Junior Priority Debt Representative or any holder of a Junior Priority Lien Obligation collects or receives any proceeds in respect of the Junior Priority Lien Obligations that should have been applied to the payment of obligations secured by a Permitted Prior Lien, or the Senior Lien Obligations in accordance with clause (a) above, and a Responsible Officer of such Junior Priority Debt Representative shall have received written notice, or shall have actual knowledge, of the same prior to such Junior Priority Debt Representative’s distribution of such proceeds, whether after the commencement of an Insolvency Proceeding or otherwise, such Junior Priority Debt Representative or such holder, as the case may be, will forthwith deliver the same to the Collateral Agent, for the account of the holders of such obligations secured by a Permitted Prior Lien or Senior Priority Lien Obligations, in the form received, duly indorsed to the Collateral Agent, for the account of such holders to be applied in accordance with clause (a) above. Until so delivered, such proceeds will be held by such Junior Priority Debt Representative or such holder of a Junior Priority Lien Obligation, as the case may be, for the benefit of the holders of obligations secured by a Permitted Prior Lien, and the applicable Senior Priority Lien Obligations and shall be deemed to be segregated from other funds and property held by such Junior Priority Debt Representative or such holder of a Junior Priority Lien Obligation, as the case may be.

Section 3.5 Powers of the Collateral Agent .

(a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article III or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Debtholders.

(b) Without limiting the provisions of Section 6.2 , the Collateral Agent may act through agents and Affiliates to the extent necessary to perform its obligations hereunder; provided , that if the Collateral Agent elects to act through an agent or Affiliate of the Collateral Agent, such agent or Affiliate shall have agreed in writing to act in accordance with the standards and obligations applicable to the Collateral Agent under this Agreement.

(c) No Secured Debt Representative, Secured Debtholder or other holder of Secured Obligations will have any liability whatsoever for any act or omission of the Collateral Agent.

Section 3.6 Documents and Communications . The Collateral Agent will permit each Secured Debt Representative and each Secured Debtholder during normal business hours upon reasonable written notice from time to time to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or written communications received by the Collateral Agent in its capacity as such.

Section 3.7 For Sole and Exclusive Benefit of Holders of Secured Obligations . The Collateral Agent will accept, hold, administer and enforce all Liens at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Agent and all other property of the Trust Estates solely and exclusively for the benefit of the present and future holders of present and future Secured Obligations, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4 .

Section 3.8 Additional Secured Debt . The Collateral Agent will perform its undertakings set forth in Section 3.1(a) with respect to each holder of Secured Obligations of a Series of Secured Debt that is issued or incurred after the date hereof that (a) holds Secured Obligations that are identified as First Priority Lien Debt, Second Priority Lien Debt or Other Junior Lien Debt in accordance with the procedures set forth in Section 2.9 ; and (b) signs, through its designated Secured Debt Representative identified pursuant to Section 2.9 , a Collateral Trust Joinder and a Lien Priority Confirmation and an agreement by the holders thereof and the applicable Secured Party Debt Representative to vote with respect to such Indebtedness in accordance with this Agreement.

ARTICLE IV VOTING; INTERCREDITOR MATTERS

Section 4.1 Voting .

(a) In connection with any Act of Required Debtholders or other decision by Secured Debtholders under this Agreement, the votes of each Series of Secured Debt entitled to vote thereon shall be cast in the manner provided by, and in accordance with the decision of the holders of such Series of Secured Debt made pursuant to, the terms of the corresponding Secured Debt Documents. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will cast all of its votes as a block in respect of any vote under this Agreement.

(b) Each Series of Secured Debt entitled to vote in connection with an Act of Required Debtholders or as otherwise set forth in this Agreement, shall have the following number of votes to cast in connection with such vote:

(i) if such vote is in connection with an exercise of remedies, the number of votes equal to the aggregate outstanding principal amount of Secured Debt held by such Series of Secured Debt, as applicable (including outstanding letters of credit whether or not then available or drawn); and

(ii) if such vote is in connection with any other action, the number of votes equal to the aggregate outstanding principal amount of Secured Debt held by such Series of Secured Debt, as applicable (including outstanding letters of credit whether or not then available or drawn), plus the aggregate amount of unfunded commitments to extend credit which, when funded, would constitute Secured Debt under such Series of Secured Debt, as applicable.

For purposes of the foregoing, any Secured Debt registered in the name of, or Beneficially Owned by, the Company or any Affiliate of the Company (other than a Holder of

Notes who is an Affiliate of the Company solely by virtue of the Person’s ownership of Conversion Securities, as that term is defined in the Indenture) will be deemed not to be outstanding.

(c) In calculating the percentage of holders of Secured Debt consenting to, approving, waiving or otherwise providing direction with respect to any decision hereunder, the number of votes cast in favor of such decision shall be divided by the total number of votes entitled to be cast with respect to such decision.

Section 4.2 Intercreditor Decisions .

(a) No amendment or supplement to any Secured Debt Document that changes the date, amount or method of calculation of the payment of principal of, or interest or premium, if any, on any Secured Debt, in a way that adversely affects the rights of any holder of Secured Debt, will become effective without the consent of the Secured Debt Representative for each other Series of Secured Debt (other than the Other Junior Debt Representative).

(b) Except as set forth in clause (a) above, the holders of a Series of Secured Debt and the Secured Debt Representative therefor may, at any time and from time to time, without the consent of or notice to any other Series of Secured Debt or Secured Debt Representative and without impairing or releasing the obligations of any person under this Agreement, (i) amend any agreement related solely to such Series of Secured Debt in accordance with the terms thereof, (ii) release anyone liable in any manner under or in respect of the obligations owing in connection with such Series of Secured Debt (but only in respect of such obligations) and (iii) waive any provisions of any agreement related solely to such Series of Secured Debt.

Section 4.3 Purchase of Working Capital Facility . At any time upon the occurrence and during the continuance of an Event of Default (as defined in the Indenture) and for so long as such Event of Default is continuing, the holders of the Notes, or any of them, shall have the right, but not the obligation, to purchase all, but not less than all, of the Working Capital Facility from all of the holders of First Piority Lien Debt constituting the Working Capital Facility at a purchase price equal to 100% of the outstanding principal amount under the Working Capital Facility, plus accrued and unpaid interest and any other amounts due to such holders of First Priority Lien Debt, payable in immediately available funds. Any holder of Notes may exercise such right by providing written notice to the Lender and the Collateral Agent. Within five (5) Business Days following the receipt of such written notice, the Collateral Agent shall give written notice to the Lender that a holder of Notes has elected to purchase the Working Capital Facility, and (ii) give written notice to all of the holders of the Notes (the “Offer Notice”) of the exercise by a Note holder which notice shall set forth the purchase price of the Working Capital Facility. Within thirty (30) days after the mailing of the Offer Notice, each Note holder who desires to purchase any portion of the Working Capital Facility (an “Accepting Noteholder”) shall give written notice to the Collateral Agent (the “Acceptance Notice”), specifying the amount of the Working Capital Facility it wishes to purchase. Unless otherwise agreed in writing, each Accepting Noteholder shall first have allocated to it such portion of the principal amount of the Working Capital Facility as outstanding principal balance on its Note bears to the total outstanding principal amount of the Notes, but limited by the amount specified in its

Acceptance Notice. If any Accepting Noteholder agrees to purchase less than its pro rata portion of the Working Capital Facility, each Accepting Noteholder who agrees to purchase more than its pro rata portion of the Working Capital Facility shall have allocated to it such additional portion of the Working Capital Facility not so allocated under the preceding sentence as principal amount of Notes held by such Accepting Noteholder bears to the total principal amount of Notes held by all Accepting Noteholders who agree to purchase more than their pro rata portion of the Working Capital Facility, but again limited by the number of Shares specified in his, her or its Shareholder Acceptance Notice. This procedure shall be continued until the Working Capital Facility has have been allocated among the Accepting Noteholders to the extent specified in their respective Acceptance Notices. The allocations pursuant to this procedure shall be determined by the Collateral Agent. If the Note holders have collectively agreed to purchase less than the entire Working Capital Facility, the holders of such First Priority Lien Debt may retain the Working Capital Facility. If the Accepting Noteholders agree to purchase the entire Working Capital Facility, the Collateral Agent shall give notice to the Accepting Note holders setting forth the amount of the Working Capital Facility allocated to each, and the Working Capital Facility shall be transferred to them on a Business Day designated by the Collateral Agent within thirty (30) days after the date of the Offer Notice, pursuant to instruments of assignment reasonably acceptable to the Lender and the Indenture Trustee.

Section 4.4 Limitations upon Indebtedness.

(a) Until there has been a Discharge of Second Priority Lien Obligations with respect to the Indebtedness represented by the Notes, the following limitations shall apply:

(i) Neither the Company nor any Obligor shall incur any First Priority Lien Debt other than the First Priority Lien Debt represented by the Working Capital Facility or Permitted Refinancing Indebtedness with respect thereto;

(ii) The First Priority Lien Documents relating to the Working Capital Facility shall provide in substance that the aggregate principal at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Obligor thereunder) under the Working Capital Facility shall not exceed $40 million, less the aggregate amount of all Net Proceeds of Asset Sales applied or required to be applied by the Company to repay Indebtedness under the Working Capital Facility (or Permitted Refinancing Indebtedness with respect thereto) and effect a corresponding reduction in permanent commitment thereunder pursuant to Section 5.10 of the Indenture;

(iii) Neither the Company nor any Obligor shall incur any Second Priority Lien Debt other than the Notes and any Additional Notes issued as interest on the Notes pursuant to the provisions described in Paragraph 1 of the Form of Note appended to the Indenture and Permitted Refinancing Indebtedness in respect of any of the foregoing;

(iv) Neither the Company nor any Obligor will incur any Other Junior Lien Debt unless:

A. No Default has occurred and is continuing;

B. The Company has complied with the right of first offer provisions set forth in Section 5.09 of the Indenture with respect to such Other Junior Lien Debt (including Other Junior Lien Debt representing Permitted Refinancing Indebtedness);

C. The Other Junior Lien Documents relating to such Other Junior Lien Debt (including Other Junior Debt representing Permitted Refinancing Indebtedness) provide in substance that:

(1) the aggregate principal amount of such Other Junior Lien Debt (or accreted value, as applicable) at any time outstanding shall not exceed $200.0 million;

(2) such Other Junior Lien Debt must mature no earlier than 91 days after the maturity of the Notes and bear cash interest (or any similar payments), if at all, at a rate not to exceed 7.5% per annum;

(3) no cash interest (or any similar payments) shall be paid during any period in which the Company has exercised its option to pay interest on the Notes in the form of Additional Notes, or if the Company has Defaulted in the payment of interest on the Notes; and

(4) a portion of the proceeds will be deposited with an Escrow Agent pursuant to an Escrow Agreement providing for the deposit of that amount of Escrowed Interest necessary to pay at least two years of cash interest payable on such Other Junior Lien Debt.

(b) The Officer’s Certificate delivered pursuant to Section 2.9 in connection with the issuance of New Secured Debt shall contain a certification that the Secured Debt Documents relating to such New Secured Debt comply with the requirements of this Section 4.4.

(c) As used in this Section 4.4, the following terms shall have the meanings ascribed to them in the Indenture: “Additional Notes,” “Asset Sales,” “Net Proceeds,” “Permitted Refinancing Indebtedness” and “incur.”

ARTICLE V OBLIGATIONS ENFORCEABLE BY THE COMPANY AND THE OTHER OBLIGORS

Section 5.1 Release of Liens .

(a) The Collateral Agent’s Liens upon the Pledged Collateral will be released pursuant to Section 5.1(b) below:

(i) in whole on the Secured Obligations Termination Date;

(ii) as to any Pledged Collateral that is sold, transferred or otherwise disposed of by the Company or any other Obligor to a Person that is not (either before or after such sale, transfer or disposition) the Company or any other Obligor in a transaction or other circumstance that is permitted by all of the Secured Debt Documents;

(iii) as to any Pledged Collateral other than Pledged Collateral being released pursuant to clauses (i) or (ii) of this paragraph, if (A) consent to the release of that Pledged Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents, and (B) the Company has delivered an Officer’s Certificate to the Collateral Agent certifying that all such necessary consents have been obtained.

(b) The Collateral Agent agrees for the benefit of the Company and the other Obligors that if the Collateral Agent at any time receives:

(i) an Officer’s Certificate stating that (A) the signing officer has read Article V of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the Pledged Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with;

(ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and

(iii) (x) prior to the Discharge of First Priority Lien Obligations, the written confirmation of each First Priority Debt Representative, and (y) prior to the Discharge of Second Priority Lien Obligations, the written confirmation of each Second Priority Debt Representative (such confirmation to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (i) above) that, in its view, such release is permitted by Section 5.1(a) and the respective Secured Debt Documents governing the Secured Obligations the holders of which such Secured Debt Representative represents;

then the Collateral Agent will execute (with such acknowledgements and/or notarizations as are required) and deliver such instruments (or will deliver a written authorization to file or record such instruments) to the Company or other applicable Obligor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 5.1(b) by the Collateral Agent.

(i) upon the release of the Guarantees of any Guarantor pursuant to and in accordance with the applicable Secured Debt Documents, the Collateral Agent’s

Lien in the Pledged Collateral pledged by such Guarantor shall automatically, without further action, be released;

(ii) upon the transfer by Guarantors ICO Services Limited (“ISL”) and ICO Satellite Services Limited (“ISSL”) of intangible assets, including intellectual property and authorizations and certain intercompany receivables, that are related solely to operations or activities of the Parent and its subsidiaries other than the Company or the Guarantors outside of North America, the Collateral Agent’s Lien in the Pledged Collateral pledged by such Guarantor shall automatically, without further action, be released; provided, however, that nothing in this clause (ii) of Section 5.1(c) shall be construed to permit the transfer of ISL’s or ISSL’s general partnership interests in Guarantor ICO Satellite Services G.P.;

and in each such case the Collateral Agent will execute (with such acknowledgements and/or notarizations as are required) and deliver to such Guarantor or Guarantors an instrument or instruments releasing such Lien in such form as may be provided by such Guarantor or Guarantors not later than the fifth Business Day after receipt of a request therefor.

(d) The Collateral Agent hereby agrees that in the case of any release pursuant to clause (ii) of Section 5.1(a) , if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the request of the Company or other applicable Obligor, the Collateral Agent will either be present at the closing of such transaction or will deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release.

(e) Each Secured Debt Representative hereby agrees that:

(i) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Company pursuant to Section 5.1(b)(i) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 5.1(b)(iii) , (B) a written statement that such release is not permitted by Section 5.1(a) or (C) a request for further information from the Company reasonably necessary to determine whether the proposed release is permitted by Section 5.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B) , as applicable; and

(ii) within one Business Day of the receipt by it of any notice from the Collateral Agent pursuant to Section 3.3 , such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representative.

Section 5.2 Delivery of Copies to Secured Debt Representatives . The Company will deliver to each Secured Debt Representative a copy of each Officer’s Certificate delivered to the Collateral Agent pursuant to Section 5.1(b) , together with copies of all documents delivered to

the Collateral Agent with such Officer’s Certificate. The Secured Debt Representatives will not be obligated to take notice thereof or to act thereon, subject to Section 5.1(e) .

Section 5.3 Collateral Agent not Required to Serve, File or Record . The Collateral Agent is not required to serve, file, register or record any instrument creating, initially perfecting, or, except as otherwise set forth herein, releasing or subordinating its security interest in any Pledged Collateral.

ARTICLE VI IMMUNITIES OF THE COLLATERAL AGENT

Section 6.1 No Implied Duty . The Collateral Agent (i) will not have any duties or responsibilities except as required by applicable law and except those expressly assumed by it in this Agreement and the other Security Documents; (ii) shall not be required to take any action which is contrary to applicable law or any provision of this Agreement or the other Security Documents; (iii) shall not be responsible to any Secured Party for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Security Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any of the other Security Documents, or for the value, validity, effectiveness, genuineness, enforceability, perfection or sufficiency of this Agreement or any of the other Security Documents or any other document referred to or provided for herein or therein or for any failure by the Company, Parent, any Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and (iv) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Security Document unless it shall have received written direction authorized by an Act of Required Debtholders.

Section 6.2 Appointment of Agents and Advisors . The Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them.

Section 6.3 Other Agreements . The Collateral Agent has accepted and is bound by the Security Documents executed by the Collateral Agent as of the date of this Agreement and, as directed by an Act of Required Debtholders, the Collateral Agent may execute additional Security Documents delivered to it after the date of this Agreement, provided , however, that such additional Security Documents do not adversely affect the rights, privileges, benefits and immunities of the Collateral Agent. The Collateral Agent will not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, indenture or other agreement governing Secured Debt (other than this Agreement and the other Security Documents).

Section 6.4 Solicitation of Instructions .

(a) The Collateral Agent may at any time solicit and conclusively rely upon (if relied upon in good faith) written confirmatory instructions, in the form of an Act of Required Debtholders, an Officer’s Certificate or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or any Security Document.

(b) No written direction given to the Collateral Agent by an Act of Required Debtholders that in the sole judgment of the Collateral Agent imposes, purports to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability not set forth in or arising under this Agreement or the other Security Documents will be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole option, to accept such direction.

Section 6.5 Limitation of Liability . The Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction. In no event shall the Collateral Agent by responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.6 Documents in Satisfactory Form . The Collateral Agent will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form and with substantive provisions reasonably satisfactory to it.

Section 6.7 Entitled to Rely . The Collateral Agent may conclusively rely upon any certificate, notice or other document (including any facsimile) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons and need not investigate any fact or matter stated in any such document. The Collateral Agent may seek and rely upon any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Company or any other Obligor in compliance with the provisions of this Agreement or delivered to it by any Secured Debt Representative as to the Secured Debtholders for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Agent may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. To the extent an Officer’s Certificate or an opinion of counsel is required or permitted under this Agreement to be delivered to the Collateral Agent in respect of any matter, the Collateral Agent may rely conclusively on such Officer’s Certificate or opinion of counsel as to such matter.

Section 6.8 Secured Debt Default . The Collateral Agent will not be required to inquire as to the occurrence or absence of any Secured Debt Default and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Secured Debt Default unless and until it receives a Notice of Actionable Default.

Section 6.9 Actions by Collateral Agent . As to any matter not expressly provided for by this Agreement, the Collateral Agent will act or refrain from acting as directed by an Act of Required Debtholders and will be fully protected if it does so; provided, however, that the

Collateral Agent shall not be required to take any action which shall expose the Collateral Agent to personal liability against which it is not indemnified in a manner reasonably satisfactory to it or which is contrary to this Agreement, any other Security Document or applicable law.

Section 6.10 Security or Indemnity in favor of the Collateral Agent . The Collateral Agent will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action. The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the holders of Secured Debt pursuant to this Agreement, unless such holders of Secured Debt have offered the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such requests.

Section 6.11 Rights of the Collateral Agent . In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Pledged Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed by each Secured Debt Representative or by order of a court of competent jurisdiction.

Section 6.12 Limitations on Duty of Collateral Agent in Respect of Collateral.

(a) Beyond the exercise of reasonable care in the custody of Pledged Collateral in its possession, the Collateral Agent will have no duty as to any Pledged Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Pledged Collateral. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Pledged Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.

(b) The Collateral Agent will not be responsible for the existence, genuineness or value of any of the Pledged Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Pledged Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on the part of the Collateral Agent, for the validity or

sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of any Obligor to the Pledged Collateral, for insuring the Pledged Collateral or for the payment of taxes, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of the Pledged Collateral. The Collateral Agent hereby disclaims any representation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens and security interests granted hereunder or in the value of any of the Pledged Collateral.

Section 6.13 Assumption of Rights, Not Assumption of Duties . Notwithstanding anything to the contrary contained herein:

(a) each of the parties thereto will remain liable under each of the Security Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not be executed;

(b) the exercise by the Collateral Agent of any of its rights, remedies or powers hereunder will not release such parties from any of their respective duties or obligations under the other Security Documents; and

(c) the Collateral Agent will not be obligated to perform any of the obligations or duties of any of the parties thereunder other than the Collateral Agent.

Section 6.14 No Liability for Clean Up of Hazardous Materials . In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

ARTICLE VII RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT

Section 7.1 Resignation or Removal of Collateral Agent.

(a) Subject to the appointment of a successor Collateral Agent as provided in Section 7.2 and the acceptance of such appointment by the successor Collateral Agent:

(i) the Collateral Agent may resign at any time by giving not less than 30 days’ notice of resignation to each Secured Debt Representative and the Company; and

(ii) the Collateral Agent may be removed at any time, with or without cause, by an Act of Required Debtholders.

(b) The initial Collateral Agent, The Bank of New York, shall be automatically discharged upon the issuance of the first Series of First Priority Lien Debt to be issued hereunder.

Upon such removal, the Company shall promptly pay the Collateral Agent for all of its accrued and unpaid fees and expenses incurred in accordance with this Agreement and the other Security Documents.

Section 7.2 Appointment of Successor Collateral Agent . Upon any such resignation, discharge or removal, a successor Collateral Agent may be appointed by an Act of Required Debtholders with, so long as no Secured Debt Default has occurred and is continuing, the consent of the Company (which consent shall not be unreasonably withheld). If no successor Collateral Agent has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Agent gave notice of resignation or was removed or discharged, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent, or petition a court of competent jurisdiction for appointment of a successor Collateral Agent. The Collateral Agent must be a bank or trust company: (a) authorized to exercise corporate trust powers; (b) having a combined capital and surplus of at least $50.0 million; and (c) maintaining an office in New York, New York. The Collateral Agent will fulfill its obligations hereunder until a successor Collateral Agent meeting the requirements of this Section 7.2 has accepted its appointment as Collateral Agent and the provisions of Section 7.3 have been satisfied; provided, however, that the initial Collateral Agent hereunder shall have no obligation to fulfill any obligations hereunder upon its automatic discharge pursuant to Section 7.1(b) .

Section 7.3 Succession.

(a) When the Person so appointed as successor Collateral Agent accepts such appointment:

(i) such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Agent, and the predecessor Collateral Agent will be discharged from its duties and obligations hereunder; and

(ii) the predecessor Collateral Agent will promptly transfer all Liens and collateral security and other property of the Trust Estates within its possession or control to the possession or control of the successor Collateral Agent and will execute instruments and assignments as may be necessary or desirable or reasonably requested by the successor Collateral Agent to transfer to the successor Collateral Agent all Liens, interests, rights, powers and remedies of the predecessor Collateral Agent in respect of the Security Documents or the Trust Estates.

(b) Thereafter the predecessor Collateral Agent will remain entitled to enforce the immunities granted to it in Article 6 and the provisions of Sections 8.8 and 8.9 .

ARTICLE VIII MISCELLANEOUS PROVISIONS

Section 8.1 Amendment.

(a) No amendment or supplement to the provisions of this Agreement or any other Security Document (to which the Collateral Agent is a party) will be effective without the approval of the Collateral Agent acting as directed by an each Secured Debt Representative, except that:

(i) any amendment or supplement that has the effect solely of adding or maintaining Pledged Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Pledged Collateral or preserving or perfecting the Liens thereon or the rights of the Collateral Agent therein, or adding or maintaining any guarantee, will become effective when executed and delivered by the Company or any other applicable Obligor party thereto and the Collateral Agent;

(ii) no amendment or supplement that reduces, impairs or adversely affects the right of any Secured Debtholder (A) to vote its outstanding Secured Debt as to any matter described as subject to an Act of Required Debtholders (or amends the provisions of this clause (ii) or the definitions of “ Act of Required Debtholders ” or “ Actionable Default ”), (B) to share in the order of application described in Section 3.4 in the proceeds of enforcement of or realization on any Pledged Collateral, in each case that has not been released in accordance with the provisions described in Section 5.1 , or (C) to require that Liens securing Secured Obligations be released only as set forth in the provisions described in Section 5.1 , will become effective without the consent of the requisite percentage or number of holders of each Series of Secured Debt so affected under the applicable Secured Debt Document; and

(iii) no amendment or supplement that imposes any obligation upon the Collateral Agent or any Secured Debt Representative or adversely affects the rights of the Collateral Agent or any Secured Debt Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Agent or such Secured Debt Representative, respectively.

(b) The Collateral Agent will not enter into any such amendment or supplement unless it has received an Officer’s Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Secured Debt Documents. Prior to executing any amendment or supplement pursuant to this Section 8.1 , the Collateral Agent will be entitled to receive an opinion of counsel of the Company to the effect that the execution of such document is authorized or permitted hereunder, and with respect to amendments adding Pledged Collateral, an opinion of counsel of the Company addressing customary perfection, and if such additional Pledged Collateral consists of equity interests of any Person, priority, matters with respect to such additional Pledged Collateral. Notwithstanding the foregoing, any amendment, supplement or other agreement regarding the provisions of the Security Documents that releases Pledged Collateral will be effective only in accordance with the requirements set forth in Section 5.1 .

(c) Unless agreed to by an Act of Required Debtholders, no Security Document that secures Junior Priority Lien Obligations may be amended, supplemented or otherwise modified or entered into to the extent that such amendment, supplement or modification, or the terms of any such new Security Document, would not be permitted under the terms of this Agreement or the Senior Priority Debt Documents. The Junior Priority Secured Parties agree that each Security Document that secures Junior Priority Lien Obligations (but not Senior Priority Lien Obligations) will include the following language:

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by such Collateral Agent hereunder are subject to the provisions of the Collateral Trust Agreement, dated as of August 11, 2005 (the “ Collateral Trust Agreement ”), among the Company, the Parent, the Guarantors from time to time party thereto, the Secured Debt Representatives from time to time party thereto, The Bank of New York (or any successor thereto or assignee thereof), as Collateral Agent, and each other Person which becomes a party thereto by executing and delivering a Collateral Trust Joinder, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement, the terms of the Collateral Trust Agreement will govern”;

provided , however , that if the jurisdiction in which any such Junior Priority Debt Document will be filed prohibits the inclusion of the language above or would prevent a document containing such language from being recorded, the Junior Priority Debt Representatives and the Senior Priority Debt Representatives agree, prior to such Junior Priority Debt Document being entered into, to negotiate in good faith replacement language stating that the lien and security interest granted under such Junior Priority Debt Document is subject to the provisions of this Agreement.

Section 8.2 Further Assurances .

(a) The Company and each of the other Obligors will do or cause to be done all acts and things that may be required, or that the Collateral Agent from time to time may reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the holders of Secured Obligations, duly created and enforceable and perfected Liens upon the Pledged Collateral, including after-acquired Pledged Collateral and any property or assets that become Pledged Collateral pursuant to the definition thereof after the date hereof, subject only to such exceptions as may be contemplated by the Secured Debt Documents.

(b) If the Company or any other Obligor at any time acquires any real property or leasehold or other interest in real property, then within 60 days after such acquisition, the Company or such Obligor will execute, deliver and record a mortgage or deed of trust, or a supplement to an existing mortgage or deed of trust, reasonably satisfactory in form and substance to the Collateral Agent, subjecting such real property, leasehold or other interest in real property to a Lien to secure the Secured Obligations.

(c) Upon the reasonable request of the Collateral Agent or any Secured Debt Representative at any time and from time to time, the Company and each of the other Obligors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents.

(d) Upon the request of the Collateral Agent, the Company and the other Obligors will permit the Collateral Agent to visit and inspect any of the Pledged Collateral and examine and, at the Company’s expense, make abstracts from any of its books and records relating to any of the Pledged Collateral at any reasonable time and as often as may reasonably be requested.

(e) The Company and the other Obligors will use commercially reasonable efforts to ensure that all contracts, agreements, leases and licenses acquired or entered into by any of them after the date of this Agreement will not contain provisions that will cause them to be Excluded Assets (it being understood that the provisions of this clause (b) are in addition to and not in limitation of, the provisions of any Secured Debt Document).

Section 8.3 Successors and Assigns .

(a) Except as provided in Section 6.2 and Article VII , the Collateral Agent may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Collateral Agent hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third party beneficiary hereof, and all of their respective successors and assigns.

(b) Neither the Company nor any other Obligor may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Company and the other Obligors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Agent, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third party beneficiary hereof, and all of their respective successors and assigns.

Section 8.4 Delay and Waiver . No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 8.5 Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Company, Parent
or the Guarantors, to:		ICO North America, Inc.
		3468 Mt. Diablo Blvd., Suite B-115
		Lafeyette, CA 94549
		Telecopier No.:
		Attention: Craig Jorgens, President

With a copy to:		Davis Wright Tremaine LLP
		2600 Century Square
		1501 Fourth Avenue
		Seattle, WA 98101
		Telecopier No. 206-628-7699
		Attention: Julie Weston

If to the Collateral Agent, to:		The Bank of New York
		101 Barclay Street, 8FL.W
		New York, NY 10286
		Facsimile: (212) 815-5704
		Attention: Corporate Trust Administration

If to the Indenture Trustee, to:		The Bank of New York
		101 Barclay Street, 8FL.W
		New York, NY 10286
		Facsimile: (212) 815-5704
		Attention: Corporate Trust Administration

and if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above.

Each notice hereunder will be in writing and may be personally served or sent by facsimile or United States mail or courier service. All notices shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Each party may change its address for notice hereunder to any other location within the continental United States by giving written notice thereof to the other parties as set forth in this Section 8.5 .

Section 8.6 Notice of Discharge . Promptly following any Discharge of First Priority Lien Obligation, each First Priority Debt Representative with respect to each applicable Series of First Priority Lien Debt that is so discharged will provide written notice of such discharge to the

Collateral Agent and to each other Secured Debt Representative. Promptly following any Discharge of Second Priority Lien Obligation, each Second Priority Debt Representative with respect to each applicable Series of Second Priority Lien Debt that is so discharged will provide written notice of such discharge to the Collateral Agent and to each other Secured Debt Representative.

Section 8.7 Entire Agreement . This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Agent set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

Section 8.8 Compensation; Expenses . The Obligors jointly and severally agree to pay, promptly upon demand:

(a) such compensation to the Collateral Agent and its agents, co-agents and sub-agents as the Company and the Collateral Agent may agree in writing from time to time;

(b) all reasonable costs and expenses incurred in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Security Document or any consent, amendment, waiver or other modification relating thereto;

(c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Agent or any Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Security Documents or any consent, amendment, waiver or other modification relating thereto and any other document or matter requested by the Company;

(d) all reasonable costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Pledged Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;

(e) all other reasonable costs and expenses incurred by the Collateral Agent or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Agent thereunder; and

(f) after the occurrence of any Secured Debt Default, all costs and expenses incurred by the Collateral Agent or any Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Pledged Collateral subject to the Security Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Secured Obligations in any Insolvency Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent or the Secured Debt Representatives.

The agreements in this Section 8.8 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Section 8.9 Indemnity.

(a) The Obligors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Agent, each Secured Debt Representative, each Secured Debtholder and each of their respective Affiliates and each and (in each case) all of their respective directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “ Indemnitee ”) from and against any and all Indemnified Liabilities; provided , no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(b) All amounts due under Section 8.9(a) will be payable upon demand.

(c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 8.9(a) may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Obligors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(d) No Obligor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Obligors hereby forever waives, releases and agrees not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(e) The agreements in this Section 8.9 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Agent.

Section 8.10 Severability . If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

Section 8.11 Headings . Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

Section 8.12 Obligations Secured . All obligations of the Obligors set forth in or arising under this Agreement will be Secured Obligations and are secured by all Liens granted by the Security Documents.

Section 8.13 Governing 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.

Section 8.14 Waiver of Jury Trial . Each party to this Agreement waives its rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Security Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Security 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 Agreement and the other Security Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver is a material inducement to enter into a business relationship, that each party hereto has already relied on this waiver in entering into this Agreement, and that each party hereto 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 8.14 and executed by each of the parties hereto), and this waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Security Documents or to any other documents or agreements relating thereto. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 8.15 Jurisdiction . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Section 8.16 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

Section 8.17 Effectiveness . This Agreement will become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by each party of written notification of such execution and written or telephonic authorization of delivery thereof.

Section 8.18 Additional Obligors . The Company will cause each of its Subsidiaries that becomes an Obligor or is required by any Secured Debt Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such Subsidiary to execute and deliver to the parties hereto a Collateral Trust Joinder, whereupon such Subsidiary will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The Company agrees to provide each Secured Debt Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section.

Section 8.19 Continuing Nature of this Agreement . This Agreement, including the subordination provisions hereof, will be reinstated if at any time any payment or distribution in respect of any of the Senior Priority Lien Obligations is rescinded or must otherwise be returned in an Insolvency Proceeding or otherwise by any of the Senior Priority Secured Parties or any representative of any such party (whether by demand, settlement, litigation or otherwise). In the event that all or any part of a payment or distribution made with respect to the Senior Priority Lien Obligations is recovered from any of the Senior Priority Secured Parties in an Insolvency Proceeding or otherwise (and whether by demand, settlement, litigation or otherwise), any payment or distribution received by any of the Junior Priority Secured Parties with respect to the Junior Priority Lien Obligations from the proceeds of any Pledged Collateral or any title insurance policy required by any real property mortgage at any time after the date of the payment or distribution that is so recovered, whether pursuant to a right of subrogation or otherwise, will be deemed to have been received by the Junior Priority Secured Parties in trust as property for the Senior Priority Secured Parties and the Junior Priority Secured Parties will forthwith deliver such payment or distribution to the Collateral Agent, for the benefit of the Senior Priority Secured Parties, for application to the Senior Priority Lien Obligations (in accordance with Section 3.4 ) until such Senior Priority Lien Obligations have been paid in full in cash and all commitments in respect of Senior Priority Lien Obligations have been terminated.

Section 8.20 Insolvency . This Agreement will be applicable both before and after the commencement of any Insolvency Proceeding by or against any Obligor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

Section 8.21 Rights and Immunities of Secured Debt Representatives . The Secured Debt Representatives will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person is acting or will act as representative, in each case as if specifically set forth herein. In no event will any Secured Debt Representative be liable for any act or omission on the part of the Obligors or the Collateral Agent hereunder.

Section 8.22 No Recourse Against Parent . NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF PARENT HEREUNDER AND UNDER THE OTHER SECURITY DOCUMENTS ARE NON-RECOURSE SECURED OBLIGATIONS OF PARENT. THE ONLY RECOURSE THE COLLATERAL AGENT OR A HOLDER OF THE SECURED DEBT WILL HAVE AGAINST PARENT WITH RESPECT TO THE PAYMENT OR PERFORMANCE OF ANY OF THE

SECURED OBLIGATIONS OR ANY OTHER OBLIGATIONS HEREUNDER WILL BE ENFORCEMENT OF ITS RIGHTS AGAINST THE PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT AND THE RELATED SECURITY DOCUMENTS.

[ signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement to be executed by their respective officers or representatives as of the day and year first above written.

	ICO North America Inc.


	By:	/s/ Craig N. Jorgens
	Name:
	Title:

	ICO Global Communications (Holdings) Limited


	By:	/s/ Craig N. Jorgens
	Name:
	Title:

	ICO Satellite Services GP


	By:	/s/ D. Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Satellite Management LLC


	By:	/s/ D. Schmitt
		Name: Dennis Schmitt
		Title:CFO

	ICO Services Limited


	By:	/s/ D. Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Satellite Services Limited


	By:	/s/ D. Schmitt
		Name: Dennis Schmitt
		Title: CFO

	ICO Global Communications (Canada), Inc.


	By:	/s/ D. Schmitt
		Name: Dennis Schmitt
		Title: CFO

	The Bank of New York, as Collateral Agent


	By:	/s/ Stacey B. Poindexter
		Name: STACEY B. POINDEXTER
		Title: ASSISTANT VICE PRESIDENT

	The Bank of New York, as Indenture Trustee


	By:	/s/ Stacey B. Poindexter
		Name: STACEY B. POINDEXTER
		Title: ASSISTANT VICE PRESIDENT

EXHIBIT A
to Collateral Trust Agreement

[FORM OF]
COLLATERAL TRUST JOINDER

The undersigned, , a , hereby agrees to become party as [ an Obligor ] [ a First Priority Debt Representative ] [ a Second Priority Debt Representative ] [ an Other Junior Debt Representative ] under the Collateral Trust Agreement dated as of August 15, 2005, by and among ICO North America, Inc., a Delaware corporation; ICO Global Communications (Holdings) Limited, a Delaware corporation; the Guarantors (as defined below) from time to time party thereto; The Bank of New York, as collateral agent thereunder; The Bank of New York, as trustee under the Indenture (as defined therein); and the lender or administrative agent under the Loan Agreement (as defined therein) which becomes a party thereto by executing and delivering a Collateral Trust Joinder; and to be bound by the terms of said Collateral Trust Agreement as fully as if the undersigned had executed and delivered said Collateral Trust Agreement as of the date thereof.

The provisions of Article VIII of said Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Joinder as of , 20 .

	[ ]


	By:
		Name:
		Title:

Exhibit 10.20

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

AMENDED AND RESTATED

2000 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan (the “Plan”) is to enhance the long-term stockholder value of New ICO Global Communications (Holdings) Limited, a Delaware corporation (the “Company”), by offering opportunities to selected persons to participate in the Company’s growth and success, and to encourage them to remain in the service of the Company and its Related Corporations (as defined in Section 2) and to acquire and maintain stock ownership in the Company.

SECTION 2. DEFINITIONS

For purposes of the Plan, the following terms shall be defined as set forth below:

“Acquired Entity” has the meaning set forth in Section 6.3.

“Acquisition Transaction” has the meaning set forth in Section 6.3.

“Award” means an award or grant made pursuant to the Plan, including awards or grants of Stock Options, Awards, or any combination of the foregoing.

“Board” means the Board of Directors of the Company.

“Cause” means dismissal for willful material misconduct or failure to discharge duties, conviction or confession of a crime punishable by law (except minor violations), the performance of an illegal act while purporting to act in the Company’s behalf, or engaging in activities directly in competition or antithetical to the best interests of the Company, such as dishonesty, fraud, unauthorized use or disclosure of confidential information or trade secrets, in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Common Stock” means the common stock, par value $.01 per share, of the Company.

“Corporate Transaction” means any of the following events:

(a) Consummation of any merger or consolidation of the Company with or into another corporation, including a COM Affiliate;

(b) Consummation of any sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company’s outstanding securities or

substantially all the Company’s assets other than a transfer of the Company’s assets to a majority-owned subsidiary corporation (as defined in Section 8.3) of the Company or a COM Affiliate; or

(c) After the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act, any acquisition by a person, other than Craig O. McCaw or a COM Affiliate, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date of adoption of the Plan) of the Exchange Act of a majority or more of the Company’s outstanding voting securities (whether directly or indirectly, beneficially or of record). Ownership of voting securities shall take into account and shall include ownership as determined by applying Rule 13d-3(d)(1)(i) (as in effect on the date of adoption of the Plan) under the Exchange Act.

For purposes of this definition, a “COM Affiliate” shall mean any entity which Craig O. McCaw or Eagle River Investments LLC (“Eagle River”) controls directly or indirectly through one or more intermediaries. For purposes of this definition, an entity shall be deemed to be controlled by Craig O. McCaw or Eagle River if (and only for so long as) (x) Craig O. McCaw or Eagle River has the right to vote by ownership, proxy or otherwise securities constituting 5% or more of the voting power of such entity if such entity has equity securities registered and files reports under the Exchange Act, as amended, or otherwise owns securities constituting 50% or more of the voting power of such entity (if not reporting); (y) Craig O. McCaw or Eagle River possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; or (z) with respect to a charitable trust, foundation or nonprofit corporation, Craig O. McCaw or Eagle River is the sole trustee or director or has the power to appoint a majority of the trustees or directors thereof. Notwithstanding the foregoing, the following shall be deemed COM Affiliates: New Satco Holdings, Inc., Teledesic Corporation, Teledesic LLC, Teledesic Holdings Limited, Nextel Communications, Inc. and NEXTLINK Communications, Inc.

“Disability , ” unless otherwise defined by the Plan Administrator, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Plan Administrator, to perform his or her duties for the Company or a Related Corporation and to be engaged in any substantial gainful activity.

“Early Retirement” means termination of service prior to Retirement on terms and conditions approved by the Plan Administrator.

“Effective Date” has the meaning set forth in Section 17.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall be as established in good faith by the Plan Administrator or (a) if the Common Stock is listed on the Nasdaq National Market, the closing sales price for the Common Stock as reported by the Nasdaq National Market for a single trading day or (b) if the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange, the closing sales price for the Common Stock as such price is officially quoted in the composite tape of transactions on such exchange for a single trading day. If there is no such reported price for

the Common Stock for the date in question, then such price on the last preceding date for which such price exists shall be determinative of Fair Market Value.

“Grant Date” means the date on which the Plan Administrator completes the corporate action relating to the grant of an Award and all conditions precedent to the grant have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

“Incentive Stock Option” means an Option to purchase Common Stock granted under Section 7 with the intention that it qualify as an “incentive stock option” as that term is defined in Section 422 of the Code.

“Nonqualified Stock Option” means an Option to purchase Common Stock granted under Section 7 other than an Incentive Stock Option.

“Option” means the right to purchase Common Stock granted under Section 7.

“Option Term” has the meaning set forth in Section 7.3.

“Participant” means (a) the person to whom an Award is granted; (b) for a Participant who has died, the personal representative of the Participant’s estate, the person(s) to whom the Participant’s rights under the Award have passed by will or by the applicable laws of descent and distribution, or the beneficiary designated in accordance with Section 11; or (c) the person(s) to whom an Award has been transferred in accordance with Section 11.

“Plan Administrator” means the Board or any committee or committees designated by the Board to administer the Plan under Section 3.1.

“Related Corporation” means any entity that, directly or indirectly, is in control of, or is controlled by, or under common control with the Company.

“Retirement” means retirement on or after an individual’s normal retirement date under the Company’s 401(k) plan or other similar successor plan applicable to salaried employees, unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Stock Award” means an Award of shares of Common Stock or units denominated in Common Stock granted under Section 9, the rights of ownership of which may be subject to restrictions prescribed by the Plan Administrator.

“Successor Corporation” has the meaning set forth in Section 12.3.

“Termination Date” has the meaning set forth in Section 7.6.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

The Plan shall be administered by the Board and/or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more members of, the Board (a “Plan Administrator”). If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) ”outside directors” as contemplated by Section 162(m) of the Code and (b) ”nonemployee directors” as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.

3.2 Administration and Interpretation by Plan Administrator

Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Awards under the Plan, including the selection of individuals to be granted Awards, the type of Awards, the number of shares of Common Stock subject to an Award, all terms, conditions, restrictions and limitations, if any, of an Award and the terms of any instrument that evidences the Award. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Award and may from time to time adopt and change rules and regulations of general application for the Plan’s administration. The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company’s officers as it so determines.

SECTION 4. STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 12.1, a maximum of 13,000,000 (1) shares of Common Stock shall be available for issuance under the Plan.

Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.

(1) Reflects 2-for-one stock dividend effective July 24, 2000.

4.2 Reuse of Shares

Any shares of Common Stock that have been made subject to an Award that cease to be subject to the Award (other than by reason of exercise or settlement of the Award to the extent it is exercised for or settled in vested and nonforfeitable shares) shall again be available for issuance in connection with future grants of Awards under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture or provision, right of repurchase or right of first refusal, such shares shall again be available for the purposes of the Plan; provided, that the aggregate number of shares that may be issued upon the exercise of Incentive Stock Options shall in no event exceed 13,000,000, subject to adjustment from time to time as provided in Section 12.1.

SECTION 5. ELIGIBILITY

Awards may be granted under the Plan to those officers, directors and employees of the Company and its Related Corporations as the Plan Administrator from time to time selects. Awards may also be granted to consultants, agents, advisors and independent contractors who provide services to the Company and its Related Corporations; provided, however, that such Participants (i) are natural persons or an alter-ego entity; (ii) render bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction; and (iii) render bona fide services that do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

6.1 Form and Grant of Awards

The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be made under the Plan. Such Awards may include, but are not limited to, Incentive Stock Options, Nonqualified Stock Options and Stock Awards. Awards may be granted singly or in combination.

6.2 Settlement of Awards

The Company may settle Awards through the delivery of shares of Common Stock, the granting of replacement Awards or any combination thereof as the Plan Administrator shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents.

6.3 Acquired Company Awards

Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the

Plan awards issued under other plans, if the other plans are or were plans of other acquired entities (“Acquired Entities”) (or the parent or subsidiary of the Acquired Entity) and the new Award is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or stock, reorganization or liquidation (the “Acquisition Transaction”). If a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

SECTION 7. AWARDS OF OPTIONS

7.1 Grant of Options

The Plan Administrator is authorized under the Plan, in its sole discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock Options, which shall be appropriately designated.

7.2 Option Exercise Price

The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than 100% of the Fair Market Value of the Common Stock on the Grant Date with respect to Incentive Stock Options. For Incentive Stock Options granted to a more than 10% stockholder, the Option exercise price shall be as specified in Section 8.2.

7.3 Term of Options

The term of each Option (the “Option Term”) shall be as established by the Plan Administrator or, if not so established, shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Sections 8.2 and 8.4.

7.4 Exercise of Options

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:

Period of Participant’s Continuous Employment or Service With the Company or Its Related Corporations From the Option Grant Date		Portion of Total Option That Is Vested and Exercisable
After 1 year		1/4th

Each additional one-month period of continuous service completed thereafter		An additional 1/48th

After 4 years		100%

To the extent that an Option has vested and become exercisable, the Option may be exercised from time to time by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Section 7.5. The Plan Administrator may prescribe, in lieu of or in addition to written agreements, notices and forms, electronic or telephonic methods or procedures for Option exercises. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

7.5 Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid in cash or by check or, unless the Plan Administrator in its sole discretion determines otherwise, either at the time the Option is granted or at any time before it is exercised, in any combination of

(a) cash or check;

(b) tendering (either actually or, if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock already owned by the Participant for at least six months (or any shorter period necessary to avoid a charge to the Company’s earnings for financial reporting purposes) having a Fair Market Value on the day prior to the exercise date equal to the aggregate Option exercise price;

(c) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed exercise notice, together with irrevocable instructions, to (i) a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise and (ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm, all in accordance with the regulations of the Federal Reserve Board; or

(d) such other consideration as the Plan Administrator may permit.

In addition, to assist a Participant (including a Participant who is an officer or a director of the Company) in acquiring shares of Common Stock pursuant to an Award granted under the

Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a Participant of a full-recourse promissory note, (ii) the payment by the Participant of the purchase price, if any, of the Common Stock in installments, or (iii) the guarantee by the Company of a full-recourse loan obtained by the Participant from a third party. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans, installment payments or loan guarantees, including the interest rate and terms of and security for repayment.

7.6 Post-Termination Exercises

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if a Participant ceases to be employed by, or to provide services to, the Company or its Related Corporations, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a) Any portion of an Option that is not vested and exercisable on the date of termination of the Participant’s employment or service relationship (the “Termination Date”) shall expire on such date.

(b) Any portion of an Option that is vested and exercisable on the Termination Date shall expire upon the earliest to occur of

(i) if the Participant’s Termination Date occurs for reasons other than Cause, death, Disability, Early Retirement or Retirement, the three-month anniversary of such Termination Date;

(ii) if the Participant’s Termination Date occurs by reason of Retirement or Early Retirement, the one-year anniversary of such Termination Date;

(iii) if the Participant’s Termination Date occurs by reason of Disability or death, the one-year anniversary of such Termination Date; and

(iv) the last day of the Option Term.

Notwithstanding the foregoing, if the Participant dies after the Termination Date while the Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Termination Date shall expire upon the earlier to occur of (y) the last day of the Option Term and (z) the first anniversary of the date of death, unless the Plan Administrator determines otherwise.

Also notwithstanding the foregoing, in case of termination of the Participant’s employment or service relationship for Cause, the Option shall automatically expire at the time the Company first notifies the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship with the Company is

suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option likewise shall be suspended during the period of investigation, unless the Plan Administrator determines otherwise. If any facts that would constitute Cause for termination or removal of a Participant are discovered after the Participant’s relationship with the Company or its Related Corporation has ended, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

A Participant’s transfer of employment or service relationship between or among the Company and its Related Corporations, or a change in status from an employee to a consultant, agent, advisor or independent contractor or a change in status from a consultant, agent, advisor or independent contractor to an employee, shall not be considered a termination of employment or service relationship for purposes of this Section 7. The effect of a Company-approved leave of absence on the terms and conditions of an Option shall be determined by the Plan Administrator, in its sole discretion.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

To the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1 Dollar Limitation

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 More Than 10% Stockholders

If an individual owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations, then the exercise price per share of an Incentive Stock Option granted to such individual shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date and the Option Term shall not exceed five years. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

8.3 Eligible Employees

Individuals who are not employees of the Company or one of its parent corporations or subsidiary corporations may not be granted Incentive Stock Options.

8.4 Term

Subject to Section 8.2, the Option Term shall not exceed ten years.

8.5 Exercisability

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the Termination Date for reasons other than death or Disability, (b) more than one year after the Termination Date by reason of Disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options

In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares issued upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year from the date of exercise. A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired by the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.7 Stockholder Approval

If the stockholders of the Company do not approve the Plan within 12 months after the Board of Director’s adoption of the Plan, any Incentive Stock Options will become Nonqualified Stock Options.

8.8 Code Definitions

For purposes of this Section 8, “parent corporation,” “subsidiary corporation” and “Disability” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

SECTION 9. STOCK AWARDS

9.1 Grant of Stock Awards

The Plan Administrator is authorized to make Awards of Common Stock or Awards denominated in units of Common Stock on such terms and conditions and subject to such restrictions, if any (which may be based on continuous service with the Company or the achievement of performance goals), as the Plan Administrator shall determine, in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. The terms, conditions and restrictions that the Plan Administrator shall have the power to determine shall include, without limitation, the manner in which shares subject to Stock Awards are held during the periods they are subject to restrictions and the circumstances under

which forfeiture of the Stock Award shall occur by reason of termination of the Participant’s employment or service relationship.

9.2 Issuance of Shares

Upon the satisfaction of any terms, conditions and restrictions prescribed in respect to a Stock Award, or upon the Participant’s release from any terms, conditions and restrictions of a Stock Award, as determined by the Plan Administrator, the Company shall release, as soon as practicable, to the Participant or, in the case of the Participant’s death, to the personal representative of the Participant’s estate or as the appropriate court directs, the appropriate number of shares of Common Stock.

9.3 Waiver of Restrictions

Notwithstanding any other provisions of the Plan, the Plan Administrator may, in its sole discretion, waive the forfeiture period and any other terms, conditions or restrictions on any Stock Award under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.

SECTION 10. WITHHOLDING

The Company may require the Participant to pay to the Company the amount of any withholding taxes that the Company is required to withhold with respect to the grant, vesting or exercise of any Award. Subject to the Plan and applicable law, the Plan Administrator may, in its sole discretion, permit the Participant to satisfy withholding obligations, in whole or in part, (a) by paying cash, (b) by electing to have the Company withhold shares of Common Stock (up to the employer’s minimum required tax withholding rate) or (c) by transferring to the Company shares of Common Stock (already owned by the Participant for the period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), in such amounts as are equivalent to the Fair Market Value of the withholding obligation. The Company shall have the right to withhold from any Award or any shares of Common Stock issuable pursuant to an Award or from any cash amounts otherwise due or to become due from the Company to the Participant an amount equal to such taxes (up to the employer’s minimum required tax withholding rate). The Company may also deduct from any Award any other amounts due from the Participant to the Company or a Related Corporation.

SECTION 11. ASSIGNABILITY

Awards granted under the Plan and any interest therein may not be assigned, pledged or transferred by the Participant and may not be made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, and, during the Participant’s lifetime, such Awards may be exercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code with respect to incentive stock options, the Plan Administrator, in its sole discretion, may permit such assignment, transfer and exercisability and may permit a Participant to designate a beneficiary who may exercise the Award or receive payment under the Award after the Participant’s death; provided, however, that

any Award so assigned or transferred shall be subject to all the same terms and conditions contained in the instrument evidencing the Award.

SECTION 12. ADJUSTMENTS

12.1 Adjustment of Shares

In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of Common Stock of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Section 4.1 and (ii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction shall not be governed by this Section 12.1 but shall be governed by Sections 12.2 and 12.3, respectively.

12.2 Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Options and Stock Awards denominated in units shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

12.3 Corporate Transaction

12.3.1 Options

(a) In the event of a Corporate Transaction as defined in Section 2 in clause (a) or (b), except as otherwise provided in the instrument evidencing the Award, each outstanding Option shall be assumed or continued or an equivalent option or right substituted by the surviving corporation, the successor corporation or its parent corporation, as applicable (the “Successor Corporation”).

(b) In the event that the Successor Corporation refuses to assume, continue or substitute for the Option, or in the event of a Corporate Transaction as defined in Section 2 in clause (c), the Participant shall fully vest in and have the right to exercise the Option as to all of the shares of Common Stock subject thereto, including shares as to which the Option would not otherwise be vested or exercisable. In such case, the Plan Administrator shall notify the

Participant in writing or electronically that the Option shall be fully vested and exercisable for a specified time period after the date of such notice, and the Option shall terminate upon the expiration of such period, in each case conditioned on the consummation of the Corporate Transaction.

(c) For the purposes of this Section 12.3, the Option shall be considered assumed, continued or substituted if, following the Corporate Transaction, the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Option, immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Corporate Transaction is not solely common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Common Stock in the Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator and its determination shall be conclusive and binding.

(d) All Options shall terminate and cease to remain outstanding immediately following the consummation of the Corporate Transaction, except to the extent assumed by the Successor Corporation.

12.3.2 Stock Awards

In the event of a Corporate Transaction, except as otherwise provided in the instrument evidencing the Award, the vesting of shares subject to Stock Awards shall accelerate, and the forfeiture provisions to which such shares are subject shall lapse, if and to the same extent that the vesting of outstanding Options accelerates in connection with the Corporate Transaction. If unvested Options are to be assumed, continued or substituted by a Successor Corporation without acceleration upon the occurrence of a Corporate Transaction, the forfeiture provisions to which such Stock Awards are subject shall continue with respect to shares of the Successor Corporation that may be issued in exchange for such shares.

12.4 Further Adjustment of Awards

Subject to Sections 12.1 and 12.2, the Plan Administrator shall have the discretion, exercisable at any time before a Corporate Transaction or other sale, merger, consolidation, reorganization, liquidation or change in control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable, and fair and equitable to the Participants, with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may

take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation or change in control that is the reason for such action.

12.5 Limitations

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

12.6 Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 13. REPURCHASE AND FIRST REFUSAL RIGHTS

13.1 Repurchase Rights From Terminated Participants

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, if a Participant ceases to be employed by or provide services to the Company, then all shares of Common Stock issued pursuant to an Award (whether issued before or after cessation of employment or services) shall be subject to repurchase by the Company, at the Company’s sole discretion, at the Fair Market Value of such shares on the date of such repurchase. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise) shall be established by the Plan Administrator.

13.2 First Refusal Rights

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by the Participant of any shares of Common Stock issued pursuant to an Award granted under the Plan. Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the agreement evidencing such right.

13.3 Restrictions on Rights

Repurchase or first refusal rights under this Section 13 may not be exercised earlier than six months and one day following the date the shares were purchased by the Participant, or such time period necessary to avoid charges to the Company’s earnings for financial reporting purposes.

SECTION 14. MARKET STANDOFF

In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, a person shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters and agreed to by the Company’s officers and directors with respect to their shares; provided, however, that in no event shall such period exceed 180 days. The limitations of this paragraph shall in all events terminate two years after the effective date of the Company’s initial public offering. Holders of shares issued pursuant to an Award granted under the Plan shall be subject to the market standoff provisions of this paragraph only if the officers and directors of the Company are also subject to similar arrangements.

In the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with respect to the purchased shares shall be immediately subject to the provisions of this Section 14, to the same extent the purchased shares are at such time covered by such provisions.

In order to enforce the limitations of this Section 14, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.

SECTION 15. AMENDMENT AND TERMINATION OF PLAN

15.1 Amendment of Plan

The Plan may be amended only by the Board in such respects as it shall deem advisable; provided, however, that to the extent required for compliance with Section 422 of the Code or any applicable law or regulation, stockholder approval shall be required for any amendment that would (a) increase the total number of shares available for issuance under the Plan, (b) modify the class of employees eligible to receive Options, or (c) otherwise require stockholder approval under any applicable law or regulation. Any amendment made to the Plan that would constitute a “modification” to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only. Notwithstanding the foregoing, any adjustments made pursuant to Section 12 shall not be subject to these restrictions.

15.2 Termination of Plan

The Board may suspend or terminate the Plan at any time. The Plan shall have no fixed expiration date; provided, however, that no Incentive Stock Options may be granted more than

ten years after the later of (a) the Plan’s adoption by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

15.3 Consent of Participant

The amendment or termination of the Plan or the amendment of an outstanding Award shall not, without the Participant’s consent, impair or diminish any rights or obligations under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 12 shall not be subject to these restrictions.

SECTION 16. GENERAL

16.1 Evidence of Awards

Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

16.2 No Individual Rights

Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Corporation or limit in any way the right of the Company or any Related Corporation to terminate a Participant’s employment or other relationship at any time, with or without Cause.

Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Related Corporation whatsoever including, without limitation, any specific funds, assets or other property which the Company or any Related Corporation, in its or their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Common Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Related Corporation, and nothing contained in the Plan shall constitute a representation of guarantee that the assets of the Company or any Related Corporation shall be sufficient to pay any benefits to any person.

Nothing in this Plan nor in any agreement evidencing an Award shall confer upon any eligible employee or Participant any promise or commitment by the Company or a Related Corporation regarding future positions, future work assignments, future compensation or any other term or condition or employment or affiliation.

The Company, in establishing and maintaining this Plan as a voluntary and unilateral undertaking, expressly disavows the creation of any rights in eligible employees, Participants or

others claiming entitlement under the Plan or any obligations on the part of the Company, any Related Corporation or the Plan Administrator, except as expressly provided herein. In particular, no third party beneficiary rights shall be created under the Plan. Without limiting the generality of the foregoing, the Company disavows any undertaking to maintain the tax-qualified status of Options designated as Incentive Stock Options or to assure the tax treatment of any particular award, including the deferral or transfer of any Award benefits, as may be permitted by the Plan Administrator.

16.3 Issuance of Shares

Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state or foreign securities laws, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal, state and foreign securities laws.

To the extent that the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (i) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such shares and (ii) such other action or agreement by the Participant as may from time to time be necessary to comply with the foreign, federal and state securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

16.4 No Rights as a Stockholder

No Option or Stock Award denominated in units shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

16.5 Compliance With Laws and Regulations

Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

16.6 Participants in Foreign Countries

The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Related Corporations may operate to assure the viability of the benefits from Awards granted to Participants employed in such countries and to meet the objectives of the Plan.

16.7 No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

16.8 Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

16.9 Choice of Law

The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of laws.

SECTION 17. EFFECTIVE DATE

The Effective Date is the date on which the Plan is first adopted by the Board, so long as it is approved by the Company’s stockholders at any time within 12 months of such adoption.

SECTION 18. CALIFORNIA AWARDS

This Section 18 shall have application only to Eligible Participants who are residents of the State of California. Notwithstanding any provision contained in this Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Awards granted to residents of the State of California, until such time as the Common Stock becomes registered under the Securities Exchange Act of 1934:

18.1 Option Price.

Nonqualified Stock Options shall have an exercise price that is not less than 85% of the Fair Market Value of the Common Stock at the Grant Date, except that the exercise price shall be at least 110% of the Fair Market Value in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations.

18.2 Purchase Price.

The purchase price for any Stock Awards that may be purchased under the Plan (“Stock Purchase Rights”) shall be at least 85% of the Fair Market Value of the Common Stock at the time the Eligible Participant is granted the Stock Purchase Right or at the time the purchase is consummated. Notwithstanding the foregoing, the purchase price shall be at least 100% of the Fair Market Value of the Common Stock at the time the Eligible Participant is granted the Stock Purchase Right or at the time the purchase is consummated in the case of any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations.

18.3 Maximum Term.

Options shall have a term of not more than ten years from the Grant Date.

18.4 Transferability.

Awards shall be nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Administrator, in its discretion, may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the Exchange Act.

18.5 Vesting.

Options shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted, subject to reasonable conditions such as continued employment. However, in the case of an Option granted to officers, directors or consultants of the Company or any of its affiliates, the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company or any of its affiliates.

18.6 Termination of Employment.

Unless employment is terminated for Cause, the right to exercise an Option in the event of termination of employment, to the extent that the Eligible Participant is otherwise entitled to exercise an Option on the date employment terminates, shall be

a. at least six months from the Termination Date if termination was caused by death or Disability; and

b. at least 30 days from the Termination Date if termination was caused by other than death or Disability;

c. but in no event later than the remaining term of the Option.

18.7 Grant Period.

No Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the stockholders.

18.8 Premature Grants.

Any Award exercised before stockholder approval is obtained shall be rescinded if stockholder approval is not obtained within 12 months before or after the Plan is adopted. Such shares shall not be counted in determining whether such approval is obtained.

18.9 Disclosure.

The Company shall provide annual financial statements of the Company to each California resident holding an outstanding Award under the Plan. Such financial statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent information.

18.10 Repurchase Limits.

Any right of repurchase on behalf of the Company in the event of an Eligible Participant’s termination of employment shall be at a purchase price that is (a) not less than the Fair Market Value of the securities to be repurchased on the date of termination of employment, and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the

shares within 90 days of termination of employment (or in the case of securities issued upon exercise of Options after the date of termination, within 90 days after the date of the exercise), and the right shall terminate when the Company’s securities become publicly traded; or (b) at the original purchase price, provided that the right to repurchase at the original purchase price lapses at the rate of at least 20% of the shares per year over five years from the date the Option or Stock Purchase Right is granted (without respect to the date the Option or Stock Purchase Right was exercised or became exercisable) and the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares within 90 days of termination of employment (or in the case of securities issued upon exercise of Options after the date of termination, within 90 days after the date of the exercise). In addition to the restrictions set forth in clauses (a) and (b), the securities held by an officer, director or consultant of the Company or an affiliate of the Company may be subject to additional or greater restrictions.

18.11 Voting Rights.

Shares of Common Stock and similar equity securities should normally carry equal voting rights on all matters where such vote is permitted by applicable law.

PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE

Date of Board Action	Action	Section/Effect of Amendment	Date of Stockholder Approval
May 10, 2000	Initial Plan Adoption		May 10, 2000
August 9, 2000	Amendments	Technical	N/A
November 17, 2005	Amendments	Technical	N/A

Exhibit 10.21

STOCK OPTION AGREEMENT
UNDER THE ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

(Nonqualified Stock Option – Employees/Consultants)

To:

You have been granted a nonqualified stock option (your “Option”) under the ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Amended and Restated 2000 Stock Incentive Plan (the “Plan”), a copy of which Plan is attached. The key terms of your Option are as follows:

1. Shares: Class A Common Stock

2. Number of Shares : .

3. Exercise Price : $ per share.

4. Types of Option : Nonqualified Stock Option (NQSO).

5. Option Grant Date: .

6. Expiration Date : , unless sooner terminated.

7. Vesting : Your Option vests and becomes exercisable according to the following schedule, beginning with the Vesting Start Date of :

Years of Continuous Employment or other Service Relationship From Vesting Start Date	Portion of Total Option That is Exercisable

Less than 1 year	0	%

1 year	40	%

2 years	60	%

3 years	80	%

4 years	100	%

In addition to the vesting schedule described above, your Option will become 100% vested and nonforfeitable in the event of certain Corporate Transactions (as defined in the Plan).

The above points summarize the key features of your Option. Your Option is also governed by the terms of the Plan and the attached Appendix of Terms and Conditions, both of which are incorporated into this Option Agreement by reference. Please acknowledge your receipt and acceptance of these items by signing and returning the attached Acceptance and Acknowledgement.

	Very truly yours,

	ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED


	By:
	Its:

STOCK OPTION AGREEMENT

APPENDIX OF TERMS AND CONDITIONS

Your Option is subject to all the terms and provisions of the Plan, as tailored by your Option Agreement and this Appendix of Terms and Conditions. Capitalized terms not defined in your Option Agreement and this Appendix have the meanings provided in the Plan.

A. Termination of Employment. Upon your termination of employment or other service relationship with the Company, the unvested portion of your Option expires. You may continue to exercise the vested portion of your Option for a period of three months following your termination, unless the termination was for Cause, or attributable to your death or Total Disability, as described below. If your employment or other service relationship terminates for Cause (as defined in the Plan), the unexercised portion of your Option expires immediately, both unvested and vested portions.

If your employment or other service relationship with the Company terminates because of your Total Disability, you may continue to exercise the vested portion of your Option for 12 months (instead of the regular three months) following the termination, but in no event beyond the original Expiration Date. Similarly, if you die while still working for the Company, your heirs or estate may exercise the vested portion of your Option for a period of 12 months following your death. Upon your death within three months following a termination of employment or other service relationship (or within 12 months, if termination is due to Total Disability), your estate or heirs will have 12 months following the date of your death to exercise the vested portion of your Option.

B. Option Exercise. You may exercise your Option by giving written notice to the Company, using the attached sample form or other documentation substantially similar and satisfactory to the Company.

C. Form of Payment. Your written exercise notice must be accompanied by full payment of the exercise price for the number of shares you are purchasing. You may pay your Option exercise price in cash, with a cashier’s check, or a personal check, unless the Plan Administrator determines at the time of exercise not to accept a personal check. At the complete discretion of the Administrator, alternative forms of payment (such as cashless exercises) may be accepted.

D. Tax Consequences. Your Option is intended as a Nonqualified Stock Option (NQSO). Upon exercise of your Option, and receipt of shares of Common Stock, you will have taxable income for federal income tax reporting purposes, in an amount equal to the Fair Market Value of the shares, measured at the time of exercise, less the Exercise Price you paid. The income constitutes compensation, taxed at ordinary income rates. Upon your ultimate sale of the shares, the resulting gain or loss will constitute capital gain or loss, taxed at short or long-term capital gain rates, depending on whether you have held the shares for at least a year. The tax rules associated with options can be complex. The Company is not providing tax advice, and the preceding is provided only as background information. You should consider obtaining personal tax consulting before exercising your Option or selling the resulting shares. Further, the

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tax laws generally described above are in effect as of your Option Grant Date and are subject to change.

E. Withholding Taxes. To the extent the exercise of your Option generates taxable income, the income may trigger withholding tax obligations for the Company. The Company has the right to retain, without notice, sufficient shares to satisfy these obligations, as well as withhold other amounts the Company may owe you. Alternatively, the Company may refrain from issuing shares to you until acceptable arrangements have been made to enable the Company to satisfy its withholding obligation.

F. Nontransferability of Option . During your lifetime only you can exercise your Option. Your Option is not transferable, except by will or by the applicable laws of descent and distribution. Following your death, the Plan provides that your Option may be exercised by your heirs or the personal representative of your estate.

G. Registration / Stock Legend. As described in Section 15 of the Plan, various federal and state securities laws must be satisfied before the Company can issue shares to you upon the exercise of your Option. By signing below, you acknowledge that you have read Section 15 and understand this condition. Also, the certificates you receive for shares upon exercise of your Option may possess the following legend or its equivalent:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, offered or otherwise transferred unless (a) there is an effective registration statement under the Act, or (b) the Company receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for the Company) stating that the transaction is exempt from registration or the Company otherwise satisfies itself that the transaction is exempt from registration.

H. Effect on Employment. By signing below and acknowledging receipt of your Option Agreement, you acknowledge that the Plan is discretionary in nature, and the Company may suspend or terminate it at any time, and that your Option does not entitle you to additional option grants or continued employment or service with the Company, or limit the Company’s ability (or your ability) to terminate employment or services at any time. You also acknowledge that the future value of the underlying shares is unknown and cannot be predicted with certainty, and if the underlying shares do not increase in value, then your Option may have no value.

I. Governing Law; Attorneys Fees. The Plan, this Option Agreement and this Appendix are governed by the laws of the State of Washington. If any provision of these documents is held to be invalid by a court having jurisdiction, the remaining terms will remain in full force and effect. In the event of any arbitration or litigation concerning your Option, each party will pay its own court costs and attorney fees, and the prevailing party shall not be entitled to recover those costs and fees from the non-prevailing party.

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J. Binding Effect. The terms and conditions expressed in this Option Agreement and corresponding Appendix will inure to the benefit of the successors and assigns of the Company and will be binding upon you and your heirs, executors, administrators, successors and assigns.

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ACCEPTANCE AND ACKNOWLEDGEMENT

I, as resident of the State of , accept the Nonqualified Stock Option described in the Option Agreement dated , the corresponding Appendix of Terms and Conditions and the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan (all of which are collectively referred to as the “Option Documents”). I also acknowledge receipt of a copy of the Option Documents. I have reviewed the Option Documents and am aware of their terms, particularly section G. of the Appendix entitled, “Registration / Stock Legend.”

Dated:
			Signature of Optionee

By his or her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of this Agreement, acknowledges that having read this Agreement and the Plan, and being familiar with the terms and provisions thereof, agrees to be bound by all the terms and conditions of this Agreement and the Plan.

Dated:
			Spouse’s Signature


			Printed Name

By his or her signature below, the Optionee represents that he or she is not legally married as of the date of this Agreement.

Dated:
			Signature of Optionee

Notice of Exercise of Nonqualified Stock Option

To: ICO Global Communications (Holdings) Limited

I, a resident of the State of , hereby exercise my Nonqualified Stock Option granted pursuant to the Option Agreement, dated . Specifically, I am notifying the Company of my desire to purchase shares of Common Stock (or a successor class of stock) of the Company at the exercise price of $ per share.

I hereby represent and agree that the exercise of my Option, and the shares I receive, are subject to the provisions the Option Agreement, the corresponding Appendix of Terms and Conditions and the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan (all of which are collectively referred to as the “Option Documents”).

Dated:



Taxpayer I.D. Number			Signature of Optionee
			Address:

Exhibit 10.22

STOCK OPTION AGREEMENT
UNDER THE ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

(Nonqualified Stock Option – California Optionees)

To:

1. Shares: Class B Common Stock

2. Number of Shares: .

3. Exercise Price : $ per share.

4. Types of Option : Nonqualified Stock Option (NQSO).

5. Option Grant Date : .

6. Expiration Date : , unless sooner terminated.

7. Vesting : Your Option vests and becomes exercisable according to the following schedule, beginning with the Vesting Start Date of :

Years of Continuous Employment or other Service Relationship From Vesting Start Date	Portion of Total Option That is Exercisable

Less than 1 year	0	%

1 year	40	%

2 years	60	%

3 years	80	%

4 years	100	%

In addition to the vesting schedule described above, your Option will become 100% vested and nonforfeitable in the event of certain Corporate Transactions (as defined in the Plan).

8. Conversion: In accordance with the Company’s Certificate of Incorporation, you have the right, following (or in conjunction with) your Option exercise and acquisition of the Shares, to convert, at your discretion, your Shares of Class B Common Stock into Class A Common Stock. Upon conversion the Company will immediately issue one share of Class A Common in exchange for one share of Class B Common.

	Very truly yours,

	ICO GLOBAL COMMUNICATIONS
	(HOLDINGS) LIMITED


	By:
	Its:

STOCK OPTION AGREEMENT

APPENDIX OF TERMS AND CONDITIONS

A. Termination of Employment. Upon your termination of employment or other service relationship with the Company, the unvested portion of your Option expires. You may continue to exercise the vested portion of your Option for a period of three months following your termination, unless the termination was for Cause, or attributable to your death or Total Disability, as described below. If your employment or other service relationship terminates for Cause (as defined in the Plan), the unexercised portion of your Option expires immediately, both unvested and vested portions.

B. Option Exercise. You may exercise your Option by giving written notice to the Company, using the attached sample form or other documentation substantially similar and satisfactory to the Company.

C. Form of Payment. Your written exercise notice must be accompanied by full payment of the exercise price for the number of shares you are purchasing. You may pay your Option exercise price in cash, with a cashier’s check, or a personal check, unless the Plan Administrator determines at the time of exercise not to accept a personal check. At the complete discretion of the Administrator, alternative forms of payment (such as cashless exercises) may be accepted.

D. Tax Consequences. Your Option is intended as a Nonqualified Stock Option (NQSO). Upon exercise of your Option, and receipt of shares of Common Stock, you will have taxable income for federal income tax reporting purposes, in an amount equal to the Fair Market Value of the shares, measured at the time of exercise, less the Exercise Price you paid. The income constitutes compensation, taxed at ordinary income rates. Upon your ultimate sale of the shares, the resulting gain or loss will constitute capital gain or loss, taxed at short or long-term capital gain rates, depending on whether you have held the shares for at least a year. The tax rules associated with options can be complex. The Company is not providing tax advice, and the preceding is provided only as background information. You should consider obtaining personal tax consulting before exercising your Option or selling the resulting shares. Further, the

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tax laws generally described above are in effect as of your Option Grant Date and are subject to change.

E. Withholding Taxes. To the extent the exercise of your Option generates taxable income, the income may trigger withholding tax obligations for the Company. The Company has the right to retain, without notice, sufficient shares to satisfy these obligations, as well as withhold other amounts the Company may owe you. Alternatively, the Company may refrain from issuing shares to you until acceptable arrangements have been made to enable the Company to satisfy its withholding obligation.

F. Nontransferability of Option . During your lifetime only you can exercise your Option. Your Option is not transferable, except by will or by the applicable laws of descent and distribution. Following your death, the Plan provides that your Option may be exercised by your heirs or the personal representative of your estate.

G. Registration / Stock Legend. As described in Section 15 of the Plan, various federal and state securities laws must be satisfied before the Company can issue shares to you upon the exercise of your Option. By signing below, you acknowledge that you have read Section 15 and understand this condition. Also, the certificates you receive for shares upon exercise of your Option may possess the following legend or its equivalent:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the ”Act”), and may not be sold, assigned, offered or otherwise transferred unless (a) there is an effective registration statement under the Act, or (b) the Company receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for the Company) stating that the transaction is exempt from registration or the Company otherwise satisfies itself that the transaction is exempt from registration.

H. Optionee Representations. By accepting the Option grant you represent and warrant to the Company as follows:

(a) you understand that neither the Option grant nor the underlying shares of Common Stock have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom; you were not offered or granted the Option directly or indirectly, by means of any form of general solicitation or general advertisement, including the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or (ii) any seminar or other meeting whose attendees had been invited by general solicitation or general advertising.

(b) you are acquiring the Option and potentially the Common Stock for investment for your own account and not with the view to the public resale or distribution thereof within the Securities Act and you have no present intention of selling, granting any participation in, or otherwise distributing the Common Stock; and

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(c) either (i) you are an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or (ii) you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of acquiring the Securities.

I. Effect on Employment. By signing below and acknowledging receipt of your Option Agreement, you acknowledge that the Plan is discretionary in nature, and the Company may suspend or terminate it at any time, and that your Option does not entitle you to additional option grants or continued employment or service with the Company, or limit the Company’s ability (or your ability) to terminate employment or services at any time. You also acknowledge that the future value of the underlying shares is unknown and cannot be predicted with certainty, and if the underlying shares do not increase in value, then your Option may have no value.

J. Governing Law; Attorneys Fees. The Plan, this Option Agreement and this Appendix are governed by the laws of the State of Washington. If any provision of these documents is held to be invalid by a court having jurisdiction, the remaining terms will remain in full force and effect. In the event of any arbitration or litigation concerning your Option, each party will pay its own court costs and attorney fees, and the prevailing party shall not be entitled to recover those costs and fees from the non-prevailing party.

K. Binding Effect. The terms and conditions expressed in this Option Agreement and corresponding Appendix will inure to the benefit of the successors and assigns of the Company and will be binding upon you and your heirs, executors, administrators, successors and assigns.

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ACCEPTANCE AND ACKNOWLEDGEMENT

I, as resident of the State of , accept the Nonqualified Stock Option described in the Option Agreement dated , the corresponding Appendix of Terms and Conditions and the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan (all of which are collectively referred to as the “Option Documents”). I also acknowledge receipt of a copy of the Option Documents. I have reviewed the Option Documents and am aware of their terms, particularly sections G. and H. of the Appendix entitled, “Registration / Stock Legend.”

Dated:
			Signature of Optionee

Dated:
			Spouse’s Signature


			Printed Name

By his or her signature below, the Optionee represents that he or she is not legally married as of the date of this Agreement.

Dated:
			Signature of Optionee

Notice of Exercise of Nonqualified Stock Option

To: ICO Global Communications (Holdings) Limited

Dated:


Taxpayer I.D. Number			Signature of Optionee
			Address:

Exhibit 10.23

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
RESTRICTED STOCK GRANT AGREEMENT

This Restricted Stock Grant Agreement (this “Agreement”) is entered into by and between ICO Global Communications (Holdings) Limited (“Company”), and (“Recipient”), effective , 200 .

RECITALS

A. WHEREAS, Company has adopted the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan (the “Plan”), to enable it to attract and retain experienced and able directors, officers, employees and other key contributors and to provide an additional incentive to these individuals to exert their best efforts for Company and its shareholders;

B. WHEREAS, Company’s Board of Directors (the “Board”) has the authority under the Plan to grant restricted stock;

C. WHEREAS, the Board has determined to grant restricted stock to Recipient, pursuant to the terms of the Plan, and Recipient desires to accept the grant on those terms.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

2. Grant of Shares . Company hereby grants to Recipient, and Recipient accepts from Company, ( ) shares of Common Stock (the “Shares”). Recipient shall be the sole owner of the Shares, subject to the provisions of the Plan and this Agreement, and Company shall list Recipient as a shareholder on its corporate books and records.

3. Shares Held in Escrow . Unless and until the Shares have vested in the manner set forth in Section 4, the Shares, although issued in the name of the Recipient, will be held in escrow by the ICO Global Communications (Holdings) Limited as escrow agent (the “Escrow Agent”), and may not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Shares, or otherwise note its corporate records, as to the restrictions on transfer set forth in this Agreement. The Escrow Agent will deliver to Recipient the certificate (or certificates) representing the Shares only after, and not until, the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

4. Vesting Requirements . Subject to the risk of forfeiture set forth in Section 5, Recipient’s ownership of the Shares shall become vested upon the earlier of: i) 10 years from the

effective date of this Agreement; ii) 90 days following the effective date of any registration under the Securities Exchange Act of 1934, as amended, covering any class of equity securities of Company; or iii) 90 days following any class of equity securities of the Company being registered for sale pursuant to an effective order of registration by the Securities Exchange Commission. In addition, vesting will also accelerate in accordance with Section 12.3.2 of the Plan.

5. Forfeiture Upon Termination . Recipient shall forfeit the unvested Shares upon Recipient’s involuntary termination for Cause (as defined herein) or voluntary termination without Good Reason (as defined herein). Upon forfeiture, if any, Recipient’s unvested Shares shall automatically transfer back to Company, without payment from Company. Recipient hereby appoints the Escrow Agent as Recipient’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Recipient to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate (or certificates) evidencing the unvested Shares to Company upon any forfeiture.

5.1 Definition of Cause . Termination for “Cause” shall mean Company’s termination of Recipient (as an employee or other service provider) as a result of Recipient’s (a) willful refusal to perform Recipient’s obligations to Company, (b) willful misconduct contrary to the interests of Company, (c) commission of a serious criminal act whether denominated a felony, misdemeanor or otherwise, or (d) engaging in activities directly in competition or antithetical to the best interests of Company.

5.2 Definition of Good Reason . Termination for “Good Reason” shall mean Recipient’s voluntary termination of any service-provider relationship with Company in one or more of the following circumstances:

(a) After an assignment to Recipient of any duties inconsistent in any respect with Recipient’s position (including status, offices, titles and reporting requirement), authority, duties or responsibilities or any other action by Company that results in a diminution in Recipient’s position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by Company promptly after receipt of notice thereof given by Recipient;

(b) After decrease in Recipient’s compensation or benefits, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by Recipient, or a decrease in qualified retirement plan or health insurance benefits in conjunction with a plan change needed to enable the plans to satisfy IRS requirements or bring the benefits in line with benefits available to the officers and directors of an acquiring entity; or

(c) After Company requires Recipient to perform duties at any location that is outside of a 50-mile radius of his current residence, other than for reasonable travel required by Company.

6. Tax Filing; Tax Withholding . In connection with receiving the Shares, Recipient may elect to file an election under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), which election is intended to accelerate the tax consequences of the transfer, regardless of the potential effect of the vesting schedule of Section 4 or the risk of forfeiture set forth in Section 5. The choice to file an 83(b) election is entirely at Recipient’s discretion. Election under section 83(b) may be made by Recipient on the form attached hereto as Exhibit A .

RECIPIENT UNDERSTANDS THAT TO BE VALID, AN ELECTION UNDER SECTION 83(b) OF THE CODE MUST BE FILED WITH THE IRS WITHIN 30 DAYS OF THE DATE OF GRANT, A COPY OF THE ELECTION MUST BE PROVIDED TO THE COMPANY, AND A COPY OF THE ELECTION MUST BE ATTACHED TO RECIPIENT’S FEDERAL (AND POSSIBLY STATE) INCOME TAX RETURN FOR THE YEAR OF THE ELECTION. RECIPIENT ACKNOWLEDGES THAT IF HE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(B) OF THE CODE, IT IS RECIPIENT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO MAKE A VALID AND TIMELY ELECTION.

Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares may be released from the escrow established pursuant to Section 3 unless and until satisfactory arrangements (as determined by Company) have been made by Recipient with respect to the payment of income and employment taxes which Company determines must be withheld with respect to such Shares.

7. Status as Shareholder . Except as expressly stated in this Agreement, Recipient shall have the rights and privileges of a shareholder of Company with respect to all the Shares, regardless of their vested or unvested status, or the fact that the Shares are held in escrow (as contemplated by Section 3), including the right to vote such Shares and receive all dividends and distributions on such Shares.

8. Changes in Shares . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share combination, or other change in the corporate structure of Company affecting the Shares, the Shares will be increased, reduced or otherwise changed, and by virtue of any such change Recipient will, in the capacity as owner of all the Shares, including any unvested portion of the Shares, be entitled to new or additional or different shares of stock, cash or securities, in the same manner as other shareholders of Common Stock, provided that the new securities replacing the unvested Shares will be subject to all of the conditions and restrictions that were applicable to the unvested Shares pursuant to this Agreement. Company in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

9. No Employment Rights . Nothing in this Agreement will confer upon Recipient any right to continue in the employ or service of Company or affect the right of Company to terminate the employment of Recipient at any time with or without cause.

10. Governing Law . This Agreement shall be governed by and construed with accordance the laws of the State of Washington.

11. Integration . This Agreement, when read in conjunction with the Plan, contains the entire agreement and understanding of the parties with respect to the subjects discussed above, including but not limited to the topics of employment and equity ownership in Company. The parties agree that this Agreement expressly supersedes all prior agreements or understandings, written or oral, provided that if there is any disagreement between the terms of this Agreement and the Plan, the terms of the Plan shall prevail.

IN WITNESS WHEREOF, the parties have signed this Agreement, effective as of the date set forth in the first paragraph of this Agreement.

COMPANY:				RECIPIENT:

ICO Global Communications (Holdings)
Limited



By:

Its:

Date:				Date:

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

RESTRICTED STOCK GRANT AGREEMENT

EXHIBIT A

Election Under Internal Revenue Code Section 83(b)

The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and taxpayer identification number of the undersigned is:

Name:
Address:
SSN:

2. Description of property with respect to which the election is made:

( ) shares of Class A Common Stock of ICO Global Communications (Holdings) Limited (the “Company”).

3. The property was transferred during the calendar year .

4. The nature of the restrictions to which property is subject are:

Pursuant to the terms of the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Incentive Plan and a corresponding Restricted Stock Grant Agreement (“Agreement”) between Company and the undersigned dated as of , the Shares shall vest upon the earlier of: i) 10 years from the effective date of the Agreement; or ii) 90 days following the effective date of any registration under the Securities Exchange Act of 1934, as amended, covering any class of equity securities of Company. To the extent that Recipient’s employment with Company terminates for Cause (as defined in the Agreement) or without Good Reason (as defined in the Agreement), Recipient’s unvested Shares shall be forfeited and automatically transfer back to Company, without payment from Company.

5. Fair market value of the property is $ .

6. The amount paid for the property was $ .

7. A copy of this statement was reported to Company.

	Dated:	, 200 .
Signature


Print Name

Exhibit 10.24

ICO-TELEDESIC GLOBAL LIMITED

2000 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the ICO-Teledesic Global Limited 2000 Stock Incentive Plan (the “Plan”) is to enhance the long-term stockholder value of ICO-Teledesic Global Limited, a Delaware corporation (the “Company”), by offering opportunities to selected persons to participate in the Company’s growth and success, and to encourage them to remain in the service of the Company and its Related Corporations (as defined in Section 2) and to acquire and maintain stock ownership in the Company.

SECTION 2. DEFINITIONS

For purposes of the Plan, the following terms shall be defined as set forth below:

“Acquired Entity” has the meaning set forth in Section 6.3.

“Acquisition Transaction” has the meaning set forth in Section 6.3.

“Award” means an award or grant made pursuant to the Plan, including awards or grants of Stock Options, Awards, or any combination of the foregoing.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Common Stock” means the Class A common stock, par value $.01 per share, of the Company.

“Corporate Transaction” means any of the following events:

(a) Consummation of any merger or consolidation of the Company with or into another corporation, including a COM Affiliate;

(b) Consummation of any sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company’s outstanding securities or substantially all the Company’s assets other than a transfer of the Company’s assets to a majority-owned subsidiary corporation (as defined in Section 8.3) of the Company or a COM Affiliate; or

(c) After the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act, any acquisition by a person, other than Craig O. McCaw or a COM Affiliate, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date of adoption of the Plan) of the Exchange Act, of a majority or more of the Company’s outstanding voting securities (whether directly or indirectly, beneficially or of record). Ownership of voting securities shall take into account and shall include ownership as determined by applying Rule 13d-3(d)(l)(i) (as in effect on the date of adoption of the Plan) under the Exchange Act.

For purposes of this definition, a “COM Affiliate” shall mean any entity which Craig O. McCaw or Eagle River Investments LLC (“Eagle River”) controls directly or indirectly through one or more intermediaries. For purposes of this definition, an entity shall be deemed to be controlled by Craig O. McCaw or Eagle River if (and only for so long as) (x) Craig O. McCaw or Eagle River has the right to vote by ownership, proxy or otherwise securities constituting 5% or more of the voting power of such entity if such entity has equity securities registered and files reports under the Exchange Act, as amended, or otherwise owns securities constituting 50% or more of the voting power of such entity (if not reporting); (y) Craig O. McCaw or Eagle River possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; or (z) with respect to a charitable trust, foundation or nonprofit corporation, Craig O. McCaw or Eagle River is the sole trustee or director or has the power to appoint a majority of the trustees or directors thereof. Notwithstanding the foregoing, the following shall be deemed COM Affiliates: New ICO Global Communications (Holdings) Limited, Inc., Teledesic Corporation, Teledesic LLC, Teledesic Holdings Limited, Nextel Communications, Inc. and XO Communications, Inc (formerly known as NEXTLINK Communications, Inc.).

“Disability,” unless otherwise defined by the Plan Administrator, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Plan Administrator, to perform his or her duties for the Company or a Related Corporation and to be engaged in any substantial gainful activity.

“Early Retirement” means Termination of Service (as defined below) prior to Retirement on terms and conditions approved by the Plan Administrator.

“Effective Date” has the meaning set forth in Section 17.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Nonqualified Stock Option” means an Option to purchase Common Stock granted under Section 7 other than an Incentive Stock Option.

“Option” means the right to purchase Common Stock granted under Section 7.

“Option Term” has the meaning set forth in Section 7.3.

“Plan Administrator” means the Board or any committee or committees designated by the Board to administer the Plan under Section 3.1.

“Related Corporation” means any entity that, directly or indirectly, is in control of, or is controlled by, or under common control with the Company.

“Retirement” means retirement on or after an individual’s normal retirement date under the Company’s 401(k) plan or other similar plan applicable to salaried employees, unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Successor Corporation” has the meaning set forth in Section 12.3.

“ Termination of Service” means a termination of employment or service relationship with the Company or a Related Corporation for any reason, whether voluntary or involuntary, including death, Disability, Early Retirement or Retirement, as determined by the Administrator in its sole discretion. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Plan Administrator and its determination shall be final. Transfer of the Participant’s employment or service relationship between Related Corporations, or between the Company and

any Related Corporation, shall not be considered a Termination of Service for purposes of an Award; unless the Plan Administrator determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Corporation.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

The Plan shall be administered by the Board and/or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more members of, the Board (a “Plan Administrator”). If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding (a) “outside directors” as contemplated by Section 162(m) of the Code and (b) “nonemployee directors” as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.

3.2 Administration and Interpretation by Plan Administrator

SECTION 4. STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 12.1, a maximum of 10,000,000 shares of Common Stock shall be available for issuance under the Plan.

Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.

4.2 Reuse of Shares

Any shares of Common Stock that have been made subject to an Award that cease to be subject to the Award (other than by reason of exercise or settlement of the Award to the extent it is exercised for or settled in vested and nonforfeitable shares) shall again be available for issuance in connection with future grants of Awards under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture or similar provision, right of repurchase or right of first refusal, such shares shall again be available for the purposes of the Plan; provided, that the aggregate number of shares that may be issued upon the exercise of Incentive Stock Options shall in no event exceed 10,000,000, subject to adjustment from time to time as provided in Section 12.1.

SECTION 5. ELIGIBILITY

Awards may be granted under the Plan to those officers, directors and employees of the Company and its Related Corporations as the Plan Administrator from time to time selects. Awards may also be granted to consultants, agents, advisors and independent contractors who provide services to the Company and its Related Corporations; provided, however, that such Participants (i) are natural persons or an alter-ego entity; (ii) render bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction; and (iii) render bonafide services that do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

6.1 Form and Grant of Awards

6.2 Settlement of Awards

6.3 Acquired Company Awards

Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of other acquired

entities (“Acquired Entities”) (or the parent or subsidiary of the Acquired Entity) and the new Award is substituted, or the old award is assumed, by reason of a merger, consolidation, acquisition of property or stock, reorganization or liquidation (the “Acquisition Transaction”). If a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

SECTION 7. AWARDS OF OPTIONS

7.1 Grant of Options

The Plan Administrator is authorized under the Plan, in its sole discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock Options, which shall be appropriately designated.

7.2 Option Exercise Price

7.3 Term of Options

7.4 Exercise of Options

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:

Period of Participant’s Continuous
Employment or Service With the Company
or Its Related Corporations From the		Portion of Total Option
Option Grant Date		That Is Vested and Exercisable

After 1 year		1/4th

Each additional one-month period of continuous service completed thereafter		An additional l/48th

After 4 years		100%

7.5 Payment of Exercise Price

(a) cash or check;

(d) such other consideration as the Plan Administrator may permit.

In addition, to assist a Participant (including a Participant who is an officer or a director of the Company) in acquiring shares of Common Stock pursuant to an Award granted under the Plan, the Plan Administrator, in its sole discretion, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (i) the payment by a

Participant of a full-recourse promissory note, (ii) the payment by the Participant of the purchase price, if any, of the Common Stock in installments, or (iii) the guarantee by the Company of a full-recourse loan obtained by the Participant from a third party. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans, installment payments or loan guarantees, including the interest rate and terms of and security for repayment.

7.6 Post-Termination Exercises

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if there has been a Termination of Service, and which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a) Any portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date.

(b) Any portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire upon the earliest to occur of

(i) if the Participant’s Termination of Service occurs for reasons other than Cause, death, Disability, Early Retirement or Retirement, the three-month anniversary of the date of such Termination of Service;

(ii) if the Participant’s Termination of Service occurs by reason of Retirement or Early Retirement, the one-year anniversary of the date of such Termination of Service;

(iii) if the Participant’s Termination of Service occurs by reason of Disability or death, the one-year anniversary of the date of such Termination of Service; and

(iv) the last day of the Option Term.

Notwithstanding the foregoing, if the Participant dies after the Termination of Service while the Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the last day of the Option Term and (z) the first anniversary of the date of death, unless the Plan Administrator determines otherwise.

Also notwithstanding the foregoing, if the Participant’s Termination of Service is for Cause, the Option shall automatically expire at the time the Company first notifies the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option likewise shall be suspended during the period of investigation, unless the Plan Administrator determines otherwise. If any facts that would constitute Cause for termination or removal of a

Participant are discovered after the Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

Unless the Plan Administrator specifies otherwise, a Participant’s employment or service relationship shall not be deemed terminated if at the Company’s request Participant transfers to provide services to any partnership, joint venture or corporation not meeting the requirements of a Related Corporation in which the Corporation or a Related Corporation is a party and which is designated by the Committee as subject to this provision, and such service shall be considered employment or a service relationship for purposes of the Plan.

A Participant’s change in status from an employee to a consultant, agent, advisor or independent contractor, or a change in status from a consultant, agent, advisor or independent contractor to an employee, shall not be considered a Termination of Service for purposes of this Section 7. The effect of a Company-approved leave of absence on the terms and conditions of an Option shall be determined by the Plan Administrator, in its sole discretion.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

To the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1 Dollar Limitation

8.2 More Than 10% Stockholders

8.3 Eligible Employees

Individuals who are not employees of the Company or one of its parent corporations or subsidiary corporations may not be granted Incentive Stock Options.

8.4 Term

Subject to Section 8.2, the Option Term shall not exceed ten years.

8.5 Exercisability

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of Termination of Service for reasons other than death or Disability, (b) more than one year after the date of Termination of Service by reason of Disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options

8.7 Stockholder Approval

If the stockholders of the Company do not approve the Plan within 12 months after the Board of Director’s adoption of the Plan, any Incentive Stock Options will become Nonqualified Stock Options.

8.8 Code Definitions

For purposes of this Section 8, “parent corporation,” “subsidiary corporation” and “Disability” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

SECTION 9. STOCK AWARDS

9.1 Grant of Stock Awards

which forfeiture of the Stock Award shall occur by reason of the Participant’s Termination of Service.

9.2 Issuance of Shares

9.3 Waiver of Restrictions

SECTION 10. WITHHOLDING

SECTION 11. ASSIGNABILITY

Award so assigned or transferred shall be subject to all the same terms and conditions contained in the instrument evidencing the Award.

SECTION 12. ADJUSTMENTS

12.1 Adjustment of Shares

In the event that, at any time or from time to time, a stock dividend, stock split, spin-off combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of Common Stock of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Section 4.1 and (ii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Not withstanding the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction shall not be governed by this Section 12.1 but shall be governed by Sections 12.2 and 12.3, respectively.

12.2 Dissolution or Liquidation

12.3 Corporate Transaction

12.3.1 Options

(b) In the event that the Successor Corporation refuses to assume, continue or substitute for the Option, or in the event of a change in control as defined in Section 2 in clause (c), the Participant shall fully vest in and have the right to exercise the Option as to all of the shares of Common Stock subject thereto, including shares as to which the Option would not otherwise be vested or exercisable. In such case, the Plan Administrator shall notify the

(d) All Options shall terminate and cease to remain outstanding immediately following the consummation of the Corporate Transaction, except to the extent assumed by the Successor Corporation.

12 .3.2 Stock Awards

12.4 Further Adjustment of Awards

such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation or change in control that is the reason for such action.

12.5 Limitations

12.6 Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 13. REPURCHASE AND FIRST REFUSAL RIGHTS

13.1 Repurchase Rights From Participants After Termination of Service

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, if a Participant’s Termination of Service has occurred, then all shares of Common Stock issued to the Participant pursuant to an Award (whether issued before or after the date of such Termination of Service) shall be subject to repurchase by the Company, at the Company’s sole discretion, at the Fair Market Value of such shares on the date of such repurchase. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise) shall be established by the Plan Administrator.

13.2 First Refusal Rights

13.3 Restrictions on Rights

SECTION 14. MARKET STANDOFF

In order to enforce the limitations of this Section 14, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.

SECTION 15. AMENDMENT AND TERMINATION OF PLAN

15.1 Amendment of Plan

15.2 Termination of Plan

The Board may suspend or terminate the Plan at any time. The Plan shall have no fixed expiration date; provided, however, that no Incentive Stock Options may be granted more than ten years after the later of (a) the Plan’s adoption by the Board and (b) the adoption by the Board

of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

15.3 Consent of Participant

SECTION 16. GENERAL

16.1 Evidence of Awards

16.2 No Individual Rights

The Company, in establishing and maintaining this Plan as a voluntary and unilateral undertaking, expressly disavows the creation of any rights in eligible employees, Participants or others claiming entitlement under the Plan or any obligations on the part of the Company, any

Related Corporation or the Plan Administrator, except as expressly provided herein. In particular, no third party beneficiary rights shall be created under the Plan. Without limiting the generality of the foregoing, the Company disavows any undertaking to maintain the tax-qualified status of Options designated as Incentive Stock Options or to assure the tax treatment of any particular award, including the deferral or transfer of any Award benefits, as may be permitted by the Plan Administrator.

16.3 Issuance of Shares

16.4 No Rights as a Stockholder

16.5 Compliance With Laws and Regulations

16.6 Participants in Foreign Countries

16.7 No Trust or Fund

16.8 Severability

16.9 Choice of Law

SECTION 17. EFFECTIVE DATE

The Effective Date is the date on which the Plan is adopted by the Board, so long as it is approved by the Company’s stockholders at any time within 12 months of such adoption.

Exhibit 10.25

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

2000 STOCK INCENTIVE PLAN

STOCK OPTION LETTER AGREEMENT

TO: Craig Jorgens

We are pleased to inform you that you have been selected by ICO Global Communications (Holdings) Limited (the “Company”) to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Class A Common Stock. The Option is granted outside the Company’s 2000 Stock Incentive Plan (the “Plan”) and any shares issued upon exercise of the Option will not be issued from those shares authorized under the Plan. Notwithstanding the foregoing, and except as expressly provided otherwise herein, the Option is subject to the terms and conditions of the Plan, a copy of which is attached. The Plan is incorporated by reference into this Agreement, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan, except as expressly provided otherwise herein. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan, unless otherwise indicated in this Option Agreement.

The most important terms of the Option are summarized as follows:

Grant Date:	July 25, 2002
Number of Shares:	300,000
Exercise Price:	$10.45 per share
Expiration Date:	July 25, 2012
Type of Option :	Nonqualified Stock Option (“NSO”)

Vesting and Exercisability: The Option will vest and become exercisable in ten equal monthly installments on the last day of each month commencing March 31, 2002 and ending on December 31, 2002. The option will fully vest and become fully exercisable if the Optionee is terminated without Cause, as described in the Executive Employment Agreement between the Company and the Optionee dated March 1, 2002 (the “Executive Employment Agreement”).

Termination of Option: The unvested portion of the Option will terminate automatically and without further notice immediately upon termination (voluntary or involuntary) of your employment or service relationship with the Company or a Related Corporation. The vested portion of the Option will terminate automatically and without further notice on the earliest of the following dates:

(a) if the Company completes a successful public offering of its shares or lists its shares on a national exchange or NASDAQ prior to the Expiration Date, then upon the later of (i) the first anniversary of the effective date of such public offering or listing or (ii) the first anniversary of the expiration date of any lock-up you are required to sign as a result of the offering; and

(b) the Expiration Date;

except, that if your services are terminated for Cause, as defined in the Executive Employment Agreement, you will forfeit the unexercised portion of the Option, including vested and unvested shares, on the date you are notified of your termination.

It is your responsibility to be aware of the date your Option terminates.

Method of Exercise: You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state the election to exercise the Option and the number of Option Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of shares of Common Stock you are purchasing.

The Company may, in its sole discretion at the time of exercise, require you to sign an agreement, pursuant to which you will grant to the Company certain repurchase and first offer rights to purchase the Option Shares acquired by you upon exercise of the Option.

Form of Payment: You may pay the Option exercise price, in whole or in part, in cash, by check or, unless the Company determines otherwise, by (a) tendering (either actually or by attestation) mature shares of Common Stock (generally, shares you have held for a period of at least six months) having a fair market value on the day prior to the date of exercise equal to the exercise price (you should consult your tax advisor before exercising the Option with stock you received upon the exercise of an incentive stock option); (b) if and so long as the Common Stock is registered under the Securities Exchange Act of 1934, as amended, delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price all in accordance with the regulations of the Federal Reserve Board; or (c) such other consideration as the Compensation Committee of the Board of Directors of the Company may permit.

Withholding Taxes: As a condition to the exercise of any portion of the Option, you must make such arrangements as the Company may require for the satisfaction of any foreign, federal, state or local withholding or other tax obligations that may arise in connection with such exercise. The Company has the right to retain without notice sufficient shares of stock to satisfy any social or income tax obligation. Unless the Compensation Committee of the Board of Directors of the Company determines otherwise, you may satisfy the withholding obligation by electing to have the Company withhold from the shares to be issued upon exercise that number of shares having a fair market value equal to the amount required to be withheld (up to the minimum required federal tax withholding rate). The Company may also deduct from the shares to be issued upon exercise any other amounts due from you to the Company.

Limited Transferability: During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution, except that nonqualified stock options may be transferred to the extent permitted by the

Company. The Plan provides for exercise of the Option by a designated beneficiary or the personal representative of your estate.

Registration: Your particular attention is directed to Section 16.3 of the Plan, which describes certain important conditions relating to federal, state and foreign securities laws that must be satisfied before the Option can be exercised and before the Company can issue any shares to you. By accepting the Option, you hereby acknowledge that you have read and understand Section 16.3 of the Plan.

Binding Effect: This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation: By entering into this Agreement and accepting the grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when options will be granted, the number of Option Shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (f) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) that the vesting of the Option ceases upon termination of employment or service relationship with the Company for any reason except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise permitted by the Compensation Committee of the Board of Directors of the Company; (h) that the future value of the underlying Option Shares is unknown and cannot be predicted with certainty; and (i) that if the underlying Option Shares do not increase in value, the Option will have no value.

Employee Data Privacy: As a condition of the grant of the option, you consent to the collection, use and transfer of personal data as described in this paragraph. You understand that the Company and/or its Related Corporations hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number or identification number, salary, nationality, job title, any Option Shares or directorships held in the Company, details of all Options or any other entitlement to Option Shares awarded, canceled, exercised, vested, unvested or outstanding in the your favor, for the purpose of managing and administering the Plan (“Data”). You further understand that the Company and/or its Related Corporations will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and that the Company, and/or its Related Corporations may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the United States, or

elsewhere, such as the United Kingdom. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer to a broker or other third party with whom you may elect to deposit any Option Shares acquired upon exercise of the Option such Data as may be required for the administration of the Plan and/or the subsequent holding of Option Shares on your behalf.

Please execute the following Acceptance and Acknowledgment and return it to the undersigned.

Very truly yours,

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

By:	/s/ David Curtin
Name:			David Curtin
Title:		SVP

ACCEPTANCE AND ACKNOWLEDGMENT

I, a resident of the State/Country of California, USA, accept the Option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement and a copy of the Plan. I have read and understand the Plan.

Dated:	8/8/2002	/s/ Craig Jorgens
		Craig Jorgens

		Address:	580 Dalewood Drive
			Orinda, CA 94563

Taxpayer I.D. Number:

private

Exhibit 10.26

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

2000 STOCK INCENTIVE PLAN
STOCK OPTION LETTER AGREEMENT

TO: Craig Jorgens

The most important terms of the Option are summarized as follows:

Grant Date:	July 25, 2002
Number of Shares:	185,000
Exercise Price:	$.75 per share
Expiration Date:	July 25, 2012
Type of Option:	Nonqualified Stock Option (“NSO”)

(b) the Expiration Date;

It is your responsibility to be aware of the date your Option terminates.

Company. The Plan provides for exercise of the Option by a designated beneficiary or the personal representative of your estate.

Binding Effect: This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

Please execute the following Acceptance and Acknowledgment and return it to the undersigned.

Very truly yours,

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

By:	/s/ David Curtin
Name:			David Curtin
Title:		SVP

ACCEPTANCE AND ACKNOWLEDGMENT

Dated:	8/8/2002	/s/ Craig Jorgens
		Craig Jorgens

		Address:	580 Dalewood Drive
			Orinda, CA 94563

Taxpayer I.D. Number:

private

Exhibit 10.27

Board Compensation Policy

(Adopted May 8, 2006)

General:

• This compensation policy applies to all board members of ICO Global Communications (Holdings) Limited (“ICO”), including future directors of ICO. The board of ICO reserves the right to amend this policy from time to time, but such amendments shall not apply to awards that have been earned prior to such amendments, without the consent of the respective director.

Historical Service by Current Board Members:

• Each current board member will receive options to purchase 30,000 shares of Class A Common Stock of ICO at the current fair market value price for each full year of board service since the emergence of ICO from bankruptcy in 2000. These options will vest in accordance with the following schedule: Options will become 25% vested following each full year of service as a board member, beginning with the date the options are granted, with the result that the option becomes completely vested following four years of service.

• There will be no additional compensation for historical service on the board and board committees.

Ongoing Service by Current and Future Board Members :

• Initial Service Option Grant. Each future board member who is not an employee of ICO will receive options to purchase 100,000 shares of Class A Common Stock of ICO at the current fair market value price. New members will receive the options at the time they are elected. These options will vest in accordance with the following schedule: Options will become 25% vested following each full year of service as a board member, beginning with the date the options are granted, with the result that the option becomes completely vested following four years of service.

• Annual Service Option Grant. Each current and future board member who is not an employee of ICO will receive options to purchase 30,000 shares of Class A Common Stock of ICO at the current fair market value price on an annual basis, to be granted on October 1 of each year. These options will vest at the rate of 25% per year, beginning as of the date of grant (October 1) and continuing through the following September 30, with the effect that the options become fully vested after four years of service on the board.

• Annual Service Cash Payment. Each current and future board member that is independent as determined by NASD Marketplace Rule 4350(d)(2) shall receive

$30,000 per year cash compensation for board service, plus cash compensation for committee service as determined by the full board.

• Initial Audit Committee Option Grant. Each current and future board member that is independent as determined by NASD Marketplace Rule 4350(d)(2) and who serves on the Audit Committee of the ICO will receive options to purchase 50,000 shares of Class A Common Stock of ICO at the current fair market value price, to be granted on the date of appointment to the Audit Committee. The member of the Audit Committee who serves as chairman will receive options to purchase an additional 50,000 shares of Class A Common Stock at the current fair market price, to be granted on the date of appointment as chairman of the committee. These options will become 25% vested following each full year of service on the Audit Committee following the date of appointment, with the effect that the options become fully vested after four years of service on the Audit Committee or as chairman of the Audit Committee, as applicable.

• Initial Strategy Committee Option Grant. Each current and future board member that is independent as determined by NASD Marketplace Rule 4350(d)(2) and who serves on the Strategy Committee of the ICO will receive options to purchase 50,000 shares of Class A Common Stock of ICO at the current fair market value price, to be granted on the date of appointment to the Strategy Committee. These options will become 25% vested following each full year of service on the Strategy Committee following the date of appointment, with the effect that the options become fully vested after four years of service on the Strategy Committee.

Exhibit 10.28

ICO Global Communications (Holdings) Limited

2300 Carillon Point

Kirkland, WA 98033

Mr. Tim Bryan

4902 South Elizabeth Circle

Cherry Hills, Colorado 80113

Dear Tim:

We are pleased that you have agreed to accept the positions of Chief Executive Officer ICO Global Communications Holdings (Limited) and Chief Executive Officer of ICO North America, Inc. (collectively, “ICO”). You will have the rights, powers, duties and obligations as may be agreed upon from time to time. During the course of your employment with ICO you will devote your full business time and efforts to ICO; provided, that, nothing herein will prevent you from (i) participating in industry, trade, professional, charitable and community activities, (ii) serving on corporate, civic or charitable boards or committees as mutually agreed by us and you, and (iii) managing your personal investments and affairs, in each case so long as such activities do not conflict with ICO’s interests or interfere with the performance of your responsibilities to ICO. The starting date for this position and for the purposes of this Letter Agreement shall be November 1, 2005.

Base Salary and Annual Bonus

Your annual salary will be $550,000, less payroll taxes and required withholding, which will be paid to you in regular intervals in accordance with ICO’s customary payroll schedules for salaried employees, but in no event less frequently than twice each month. ICO currently has not put in place any cash bonus plan for you or your position, and has no present intention of putting in place such a plan, however, you will be considered for additional restricted stock and/or stock options in the future if and when the Compensation Committee of ICO considers such plans generally.

Stock Options

The Compensation Committee has approved the granting to you of an option to purchase 2,000,000 shares of ICO Global Class A Ordinary Shares (the “Option”), with an exercise price equal to the fair market value of the Class A Ordinary Shares on the date of grant (the “Grant Date”), such Option to be inclusive of any options you were to have received as a result of your membership on the ICO Board of Directors, as approved by the ICO Board on September 30, 2005. The Option will vest in equal annual installments on each of the first, second, third, and fourth anniversaries of the Grant Date. The Option will be evidenced by a standard stock option agreement approved by the Committee for the grant of other stock options under the ICO Global Stock Option Plan

(the “Plan”) and will be subject to the terms and conditions of the Plan.

Stock Grant

The Compensation Committee has approved the granting to you of 150,000 shares of ICO Global Restricted Class A Ordinary Shares (“Stock”) which Stock will be subject to forfeiture if you are not employed by ICO, with the risk of forfeiture terminating in equal installments on (i) the date that such shares could be traded as a result of ICO Class A shares being registered with the SEC under the Security Exchange Act of 1934, as amended (“Registration Date”); (ii) the first anniversary of the Registration Date; and (iii) the second anniversary of the Registration Date, and subject to the additional vesting provisions if you are terminated with “Cause,” as referred to below.

Employee Intellectual Property Agreement

As a condition of employment, you agree to execute and abide by the terms of the ICO Employee Intellectual Property Agreement, which contains an agreement not to compete against ICO during your employment and for a period following the termination of your employment equal to twelve (12) months or the duration of the “Severance Period” or “Change of Control Severance Period” as the case may be and as defined below, whichever period is longer.

Termination

Without Cause (no Change of Control)

If ICO terminates your employment without Cause, as defined below, other than in a situation involving a Change of Control, then you will be entitled to the following:

• a lump sum payment in an amount equal to the sum of (i) your base salary through the date of termination, (ii) vacation time not used as of the date of termination to the extent that such vacation time has been accrued during the calendar year of termination, calculated based upon your base salary at the date of termination, and (iii) business expenses reimbursable under this letter, in each case to the extent not theretofore paid.

In addition, ICO will provide the following severance benefits on the condition that you execute a separation agreement that contains a full release of claims, in a form acceptable to ICO:

• continuation of your base salary then in effect, payable in accordance with the normal payroll practices of ICO in effect on the date of termination, for a period of six (6) months (“Severance Period”); and

• continued vesting of all options granted to you under the Plan and all restricted shares through the Severance Period; provided, however, this provision does not supersede any Change of Control provisions for accelerated vesting of stock options under the Plan.

Without Cause After a Change in Control

If ICO experiences a “Change in Control” as that term is defined in the Plan and your employment is terminated without Cause within 6 months after the Change of Control, then you will be entitled to the following Change of Control severance benefits on the condition that you execute a separation agreement that contains a full release of claims, in a form acceptable to ICO:

• continuation of your base salary then in effect, payable in accordance with the normal payroll practices of ICO in effect on the date of termination, for a period of twenty four (24) months after the date of termination if such termination occurs during November 2005; such severance period will reduce by I month for every month subsequent to November 2005 until April 2007; and for any period during or after May 2007, the severance period shall be six (6) months (“Change of Control Severance Period.”)

For Cause

ICO may terminate your employment for Cause at any time upon written notice of such termination to you setting forth in reasonable detail the nature of such Cause. If ICO terminates your employment for Cause, or you resign, then you will be entitled to a lump sum in an amount equal to the sum of (i) your base salary through the date of termination, (ii) vacation time not used as of the date of termination to the extent that such vacation time has been accrued during the calendar year of termination, calculated based upon your base salary at the date of termination, and (iii) business expenses reimbursable under this letter, in each case to the extent not theretofore paid. In addition, upon termination of your employment by ICO for Cause, the Option granted to you, notwithstanding any prior vesting, will immediately terminate.

Definition of “Cause”

Solely for purposes of this letter, “Cause” will be deemed to have occurred upon the happening of any of the following: (i) any breach by you of any of the provisions of the ICO Employee Intellectual Property Agreement, (ii) your having been charged with a felony under the laws of the United States or any state thereof (other than a traffic violation), (iii) your act of fraud, theft, embezzlement, other material act of dishonesty or any material breach of fiduciary duty owed to ICO, (iv) your willful failure to perform, or gross neglect in the performance of, your lawful duties and responsibilities to ICO (other than as a result of “Disability” as defined below), and (v) your agreement to settle any charges brought against you by the Securities and Exchange Commission with respect to any act or omission by you, which charges involve an allegation of fraud or, in the good faith opinion of the Board, would reasonably likely to have resulted in a conviction had the matter proceeded.

Definition of “Disability”

For purposes of this Agreement, “Disability” will mean a medically diagnosed physical or mental impairment that that renders Executive incapable of performing the duties required under this Agreement for a period of time that is reasonably expected to exceed 8 weeks. ICO, acting in good faith, will make the final determination of whether Executive has a Disability and, for purposes of making such determination, may require Executive to submit himself to a physical examination by a physician mutually-agreed upon by the Executive and ICO.

Benefits: Vacation; Expenses: Relocation

You will have the right to participate in and to receive benefits from all present and future life, accident, disability, medical, pension and savings plans and all similar benefits made available generally to executives of ICO. The amount and extent of benefits to which you are entitled will be governed by the specific benefit plan, as it may be amended from time to time.

You will be entitled to four weeks of paid vacation per year or such longer period as may be provided by ICO. Such vacation will be taken at such times and intervals as will be determined by you, subject to the reasonable business needs of ICO. You will not be entitled to defer more than two weeks’ vacation time not taken to a later calendar year.

ICO will pay or reimburse you promptly for all reasonable expenses and other disbursements incurred or paid by you in the performance of your duties and responsibilities to ICO, including those incurred or paid in connection with business related travel, telecommunications and entertainment, subject to reasonable substantiation by you in accordance with ICO’s policies.

Furthermore, ICO will reimburse you for the following categories of expenses incurred in connection with your relocation to Reston, Virginia, provided that such expenses are both reasonable and mutually agreed to in advance of being incurred: (i) round-trip coach airfare for two trips for you and your family to travel to/from Reston to locate suitable housing and schools; (ii) temporary living expenses in Reston for you and your family for a period of no longer than 4 months; (iii) costs to sell your primary residence in Colorado, including but not limited to brokerage fees and commissions, attorney fees, or recordation or other costs OR if you choose to not sell your primary residence in Colorado, any costs to acquire and then ultimately sell your new primary residence in Reston including but not limited to brokerage fees and commissions, attorney fees, or recordation or other costs; (iv) the cost to move and ship any household goods and automobiles to Reston, upon presentation of estimates from multiple moving companies if requested by ICO; (v) a tax gross up if necessary under IRS regulations if the reimbursement of moving expenses is reported as income to you.

Arbitration of Claims

You hereby acknowledge and agree that, except as provided below, all disputes concerning your employment with ICO, the termination thereof, the breach by either

party of the terms of this letter or any other matters relating to or arising from your employment with ICO will be resolved in binding arbitration in a proceeding in Seattle, Washington, administered by and under the rules and regulations of National Rules for the Resolution of Employment Disputes of the American Arbitration Association. This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA arbitrator. Both parties and the arbitrator will treat the arbitration process and the activities that occur in the proceedings as confidential.

The arbitration procedure will afford Executive and ICO the full range of statutory remedies. Executive and Employer will be entitled to discovery sufficient to adequately arbitrate their claims, including access to essential documents and witnesses, as determined by the arbitrator and subject to limited judicial review. In order for any judicial review of the arbitrator’s decision to be successfully accomplished, the arbitrator will issue a written decision that will decide all issues submitted and will reveal the essential findings and conclusions on which the award is based. The party that is not the substantially prevailing party, which determination shall be made by the arbitrator in the event of ambiguity, shall be responsible for paying for the arbitration filing fee and the arbitrator’s fees.

Nothing contained in this section will limit ICO’s right to seek equitable relief in any court of competent jurisdiction in respect of the matters set forth in the “ICO Employee Intellectual Property Agreement.”

Employment At Will

By signing this letter, you understand and agree that your employment with ICO is at-will. Therefore, your employment can terminate, with or without Cause, and with or without notice, at any time, at your option or ICO’s option, and ICO can terminate or change all other terms and conditions of your employment, with or without Cause, and with or without notice, at any time, in all cases subject to the other terms and conditions of this letter. This at-will relationship will remain in effect throughout your employment with ICO or any of its subsidiaries or affiliates. The at-will nature of your employment, as set forth in this paragraph, can be modified only by a written agreement signed by both ICO’s Chairman of the Board of Directors and you which expressly alters it. This at-will relationship may not be modified by any oral or implied agreement, or by any policies of ICO, practices or patterns of conduct.

Entire Agreement

arrangement or understanding. Also, by your execution of this letter, you affirm that no one has made any written or verbal statement that contradicts the provisions of this letter. In the event of any inconsistency between the terms contained in this letter and the terms contained in any stock option agreement between you and ICO, the terms contained in this letter will control, such that the provisions regarding vesting or termination contained in your stock option agreements will be superseded by the provisions of this letter to the extent of any conflict In addition, the noncompetition and other covenants contained in the ICO Employee Intellectual Property Agreement will also supersede the provisions of any other similar covenant contained in your stock option agreement to the extent of any conflict.

We hope that you will accept this offer and look forward to working with you.

	Sincerely,

	ICO Global Communications (Holdings) Limited

	By:	/s/ Craig McCaw
	Name: Craig McCaw
	Title: Chairman


Signature of Acceptance:
/s/ Tim Bryan
Tim Bryan

Exhibit 10.29

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of June 2002, by and between ICO SATELLITE SERVICES GP (“ICO”) and David Bagley (“Executive”).

RECITALS

A. ICO desires to hire Executive as Vice President of Global Corporate Development on the terms described in this Agreement;

B. Executive desires to accept this position on the terms described in this Agreement.

AGREEMENT

In consideration of the above Recitals and the provisions of this Agreement, ICO and Executive agree as follows:

I. DUTIES

1.1 Title and Responsibilities. Executive shall serve as Vice President of Global Corporate Development of ICO, with the responsibilities and duties typical of that position, as well as such other responsibilities and duties as may be assigned to him from time to time by ICO. Executive shall report to the President of ICO Global Communications (Holdings) Limited (“Holdings”). Executive shall devote his reasonable best efforts and full business time to the business and interests of ICO. Executive shall perform his duties and responsibilities at such location from time to time as is mutually agreed by Executive and the President of Holdings.

1.2 Company Policies. Executive agrees to perform his job consistent with all Company policies and ethical business practices.

II. TERM

2. Term. Executive’s employment will commence on June 1, 2002 and continue until terminated as permitted by the terms of this Agreement.

III. COMPENSATION

3.1 Base Salary. Executive shall be paid a base salary (“Base Salary”) of Two Hundred Thirty Thousand Dollars ($230,000.00) per year, payable in monthly installments according to ICO’s usual payroll practices and subject to all requisite payroll deductions.

3.2 Bonus. Upon recommendation of the President of Holdings and approval by Holding’s Compensation Committee, ICO, in its sole discretion, may award an annual bonus to Executive. The target for this annual discretionary bonus is thirty percent (30%) of Executive’s Base Salary for the applicable calendar year, but it may be higher or lower depending upon the performance of Holdings, its subsidiaries and Executive. If a bonus is awarded, it will be paid by March 31 of the year following the calendar year for which the bonus is earned. If Executive’s

employment is terminated for any reason other than for Cause (as described in Section 4.2), the discretionary bonus shall be adjusted to reflect the aggregate Base Salary paid to Executive for the portion of the year that Executive was employed under this Agreement and such discretionary bonus, if any, shall be paid within thirty (30) days following the date of termination. If Executive is terminated for Cause (as described in Section 4.2), he will be ineligible for a bonus.

3.3 Other Benefits.

(i) Executive shall be entitled to three weeks (i.e., 15 business days) of paid vacation during each one-year period he is employed under this Agreement. Any unused accrued paid vacation days not taken during the year will expire as set forth in the Company’s Staff Handbook. Executive shall schedule his vacations with due consideration for ICO’s business needs. Upon termination of Executive’s employment, ICO will pay Executive for any unused paid vacation, reduced pro rata for any partial year of service.

(ii) Executive shall be entitled to the other employee benefits generally available to the full-time salaried employees of ICO to the extent and on the same terms generally available to ICO’s full-time salaried employees.

(iii) ICO shall pay or reimburse Executive for all travel and entertainment expenses incurred by Executive in connection with his duties on behalf of ICO, subject to proper documentation and the reasonable approval of ICO.

IV. TERMINATION OF EMPLOYMENT

4.1 By Executive or ICO. Either Executive or ICO may terminate Executive’s employment for any or no reason upon thirty (30) days’ written notice. In lieu of notice or upon receipt of Executive’s notice of resignation, ICO may elect to terminate Executive’s employment immediately and, in such case, shall pay Executive one month’s Base Salary in addition to any Base Salary earned by Executive prior to his termination and any accrued but unused paid vacation time, and Executive shall continue to be entitled to the benefits set forth in Section 3.3 during such thirty (30) day period. Upon such termination, Executive shall not be entitled to any other compensation except as set forth in this Section 4.1 and Section 3.2.

4.2 By ICO “for Cause “. ICO may terminate Executive’s employment immediately and without advance notice for Cause. As used herein, “Cause” means: (a) a material breach of the provisions of this Agreement by the Executive; (b) personal or professional conduct of Executive, which, in the reasonable and good faith judgment of ICO, injures or tends to injure the reputation of ICO or otherwise adversely affects the business interests of ICO. Such conduct may include, but is not limited to, dishonesty, chronic or excessive absenteeism, substance abuse, or arrest or indictment for or conviction of a felony or misdemeanor; (c) material breach by Executive of any statutory, common law or other duty or obligation to ICO, including Executive’s duty of loyalty or confidentiality to ICO; or (d) conduct which constitutes willful, wanton or grossly negligent malperformance of Executive’s duties. If Executive’s employment is terminated for Cause, ICO shall have no obligation to pay Executive any further compensation, including unpaid bonuses or benefits of any kind, except Base Salary earned by

Executive, accrued but unused paid vacation time and expenses for which Executive is entitled to reimbursement consistent with ICO policies, prior to his termination.

V. RESTRICTIVE COVENANT

5.1 Confidential Information. During his employment by ICO and thereafter, Executive will not use or disclose any Confidential Information, except to the extent use or disclosure of the Confidential Information is necessary to the performance of his duties for ICO or except as required to be disclosed by law or court order following consultation with ICO. The obligations set forth in this Section 5.1 shall expire on the third anniversary of the termination of Executive’s employment with ICO or any of its affiliates. As used in this Agreement, “Confidential Information” shall mean any information relating to the business or affairs of Holdings, ICO and other direct and indirect subsidiaries of Holdings, including but not limited to information relating to ICO’s marketing and business plans, strategy, finances, customer identities, potential customers, employees, research, programs, trade secrets, proprietary information or other information that ICO makes reasonable efforts to maintain as confidential. “Confidential Information” shall not include any information that is in the public domain through no fault of Executive or which Executive learns from a third party who is not subject to an obligation of confidentiality.

5.2 Remedies. In the event of Executive’s actual or threatened breach of his confidentiality obligation, ICO shall be entitled to immediate temporary injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting ICO from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove.

5.3 Attorneys’ Fees and Costs. The prevailing party in any proceeding to enforce Executive’s confidentiality obligation, or any appeal therefrom, shall be entitled to recover its reasonable attorneys’ fees and costs, including all costs associated with depositions and expert witnesses, from the nonprevailing party.

VI. GENERAL PROVISIONS

6.1 Dispute Resolution. Any action to enforce, interpret, construe or otherwise arising out of or in connection with this Agreement or Executive’s employment relationship with ICO must be brought in the state or federal courts located in Seattle, Washington, except for claims the law requires to be filed with an administrative agency. Executive and ICO agree to subject themselves to the jurisdiction of such courts.

6.2 Entire Agreement. Except where this Agreement specifically references and incorporates other agreements documents or policies, this Agreement contains the entire agreement and understanding of the parties with respect to Executive’s employment by ICO and the compensation payable to Executive by ICO and supersedes all prior understandings, agreements and discussions. This Agreement may only be amended or modified by a written instrument executed by Executive and ICO.

6.3 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, or sent by certified or registered mail, postage prepaid, return receipt requested. Any such notice shall be considered given when delivered personally, or if mailed, three (3) days after the date of deposit in the United States mail addressed to the party at the last known address of the party. The initial address for notices shall be set forth below.

6.4 Non-Waiver. Failure to enforce at any time any of the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or to affect either the validity of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement.

6.5 Separability. If one or more provisions of this Agreement is finally determined to be invalid or unenforceable, such provision will not affect or impair the other provisions of this Agreement, all of which will continue to be in effect and will be enforceable, provided, however, that any such invalid provisions shall, to the extent possible, be reformed so as to implement insofar as practicable the intentions of the parties.

6.6 Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington.

ICO SATELLITE SERVICES GP		EXECUTIVE

By:	ICO Satellite Services Limited
	Its: General Partner


By:
Its: Director		David Bagley
Date:		Date:
Address:		Address:	281 Draeger Drive
			Moraga, California 94556

Exhibit 10.30

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of September 2002, by and between ICO SATELLITE SERVICES GP (“ICO”) and Suzanne Hutchings (“Executive”).

RECITALS

A. ICO desires to hire Executive as Senior Regulatory Counsel on the terms described in this Agreement;

B. Executive desires to accept this position on the terms described in this Agreement.

AGREEMENT

In consideration of the above Recitals and the provisions of this Agreement, ICO and Executive agree as follows:

I. DUTIES

1.1 Title and Responsibilities. Executive shall serve as Senior Regulatory Counsel of ICO, with the responsibilities and duties typical of that position and as such other responsibilities and duties as may be assigned from time to time by ICO. Executive shall report to the Senior Vice President- Business Development or other such person as ICO may from time to time direct. Executive shall devote reasonable best efforts and full business time to the business and interests of ICO. Executive shall perform duties and responsibilities at such location from time to time as is mutually agreed by Executive and the Senior Vice President- Business Development.

1.2 Company Policies. Executive agrees to perform job consistent with all Company policies and ethical business practices.

II. TERM

2. Term. Executive’s employment will commence on September 1, 2002 and continue until terminated as permitted by the terms of this Agreement.

III. COMPENSATION

3.1 Base Salary. Executive shall be paid a base salary (“Base Salary”) of One Hundred Thirty Seven Thousand One Hundred and Sixty Dollars ($137,160.00) per year, payable in monthly installments according to ICO’s usual payroll practices and subject to all requisite payroll deductions.

performance of Holdings, its subsidiaries and Executive. If a bonus is awarded, it will be paid by March 31 of the year following the calendar year for which the bonus is earned. If Executive’s employment is terminated for any reason other than for Cause (as described in Section 4.2), the discretionary bonus shall be adjusted to reflect the aggregate Base Salary paid to Executive for the portion of the year that Executive was employed under this Agreement and such discretionary bonus, if any, shall be paid within thirty (30) days following the date of termination. If Executive is terminated for Cause (as described in Section 4.2), he will be ineligible for a bonus.

3.3 Other Benefits.

(i) Executive shall be entitled to three weeks (i.e., 15 business days) of paid vacation during each one-year period he is employed under this Agreement. Any unused accrued paid vacation days not taken during the year will expire as set forth in the Company’s Staff Handbook. Executive shall schedule vacations with due consideration for ICO’s business needs. Upon termination of Executive’s employment, ICO will pay Executive for any unused paid vacation, reduced pro rata for any partial year of service.

(iii) ICO shall pay or reimburse Executive for all travel and entertainment expenses incurred by Executive in connection with duties on behalf of ICO, subject to proper documentation and the reasonable approval of ICO.

IV. TERMINATION OF EMPLOYMENT

4.1 By Executive or ICO. Either Executive or ICO may terminate Executive’s employment for any or no reason upon thirty (30) days’ written notice. In lieu of notice or upon receipt of Executive’s notice of resignation, ICO may elect to terminate Executive’s employment immediately and, in such case, shall pay Executive one month’s Base Salary in addition to any Base Salary earned by Executive prior to termination and any accrued but unused paid vacation time, and Executive shall continue to be entitled to the benefits set forth in Section 3.3 during such thirty (30) day period. Upon such termination, Executive shall not be entitled to any other compensation except as set forth in this Section 4.1 and Section 3.2.

4.2 By ICO “for Cause”. ICO may terminate Executive’s employment immediately and without advance notice for Cause. As used herein, “Cause” means: (a) a material breach of the provisions of this Agreement by the Executive; (b) personal or professional conduct of Executive, which, in the reasonable and good faith judgment of ICO, injures or tends to injure the reputation of ICO or otherwise adversely affects the business interests of ICO. Such conduct may include, but is not limited to, dishonesty, chronic or excessive absenteeism, substance abuse, or arrest or indictment for or conviction of a felony or misdemeanor; (c) material breach by Executive of any statutory, common law or other duty or obligation to ICO, including Executive’s duty of loyalty or confidentiality to ICO; or (d) conduct which constitutes willful, wanton or grossly negligent malperformance of Executive’s duties. If Executive’s employment

is terminated for Cause, ICO shall have no obligation to pay Executive any further compensation, including unpaid bonuses or benefits of any kind, except Base Salary earned by Executive, accrued but unused paid vacation time and expenses for which Executive is entitled to reimbursement consistent with ICO policies, prior to termination.

V. RESTRICTIVE COVENANT

5.1 Confidential Information. During employment by ICO and thereafter, Executive will not use or disclose any Confidential Information, except to the extent use or disclosure of the Confidential Information is necessary to the performance of duties for ICO or except as required to be disclosed by law or court order following consultation with ICO. The obligations set forth in this Section 5.1 shall expire on the third anniversary of the termination of Executive’s employment with ICO or any of its affiliates. As used in this Agreement, “Confidential Information” shall mean any information relating to the business or affairs of Holdings, ICO and other direct and indirect subsidiaries of Holdings, including but not limited to information relating to ICO’s marketing and business plans, strategy, finances, customer identities, potential customers, employees, research, programs, trade secrets, proprietary information or other information that ICO makes reasonable efforts to maintain as confidential. “Confidential Information” shall not include any information that is in the public domain through no fault of Executive or which Executive learns from a third party who is not subject to an obligation of confidentiality.

5.2 Remedies. In the event of Executive’s actual or threatened breach of confidentiality obligation, ICO shall be entitled to immediate temporary injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting ICO from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove.

VI. GENERAL PROVISIONS

agreements and discussions. This Agreement may only be amended or modified by a written instrument executed by Executive and ICO.

6.3 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, or sent by certified or registered mail, postage prepaid, return receipt requested. Any such notice shall be considered given when delivered personally, or if mailed, three (3) days after the date of deposit in the United States mail addressed to the party at the last known address of the party, The initial address for notices shall be set forth below.

6.6 Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington.

ICO SATELLITE SERVICES GP				EXECUTIVE

By:		ICO Satellite Services Limited
		Its: General Partner


By:	/s/ Dennis Schmitt			/s/ Suzanne Hutchings
Its: Director				Suzanne Hutchings
Date:			9/1/2002	Date:	September 4, 2002
Address:			2300 Carillon Point	Address:
			Kirkland, WA 98033

Exhibit 10.31

30 April 2004

Private & Confidential

	ICO Satellite Services GP
Dennis Schmitt	2300 Carillon Point
C/o ICO	Kirkland WA 98033
2300 Carillon Point	USA
Kirkland, WA 9033
USA	Tel	+1 425 828-8000
	Fax	+1 425 828-8021

Dear Dennis,

I am pleased to confirm our previous conversation that with effect from May 1, 2004 you are being promoted to the role of Chief Financial Officer of ICO Satellite Services. Your annual salary will increase from $105,000 to $150,000. This change will be reflected in your May 2004 payroll.

All other Terms and Conditions of your employment remain unchanged.

Yours sincerely

Craig Jorgens
President

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 22 day of July 2002, by and between ICO SATELLITE SERVICES GP (“ICO”) and Dennis Schmitt (“Executive”).

RECITALS

A. ICO desires to hire Executive as Controller on the terms described in this Agreement;

B. Executive desires to accept this position on the terms described in this Agreement.

AGREEMENT

In consideration of the above Recitals and the provisions of this Agreement, ICO and Executive agree as follows:

I. DUTIES

1.1 Title and Responsibilities. Executive shall serve as Controller of ICO, with the responsibilities and duties typical of that position and as such other responsibilities and duties as may be assigned to him from time to time by ICO. Executive shall report to the Senior Vice President- Finance. Executive shall devote his reasonable best efforts and full business time to the business and interests of ICO. Executive shall perform his duties and responsibilities at such location from time to time as is mutually agreed by Executive and the Senior Vice President- Finance.

1.2 Company Policies. Executive agrees to perform his job consistent with all Company policies and ethical business practices.

II. TERM

2. Term. Executive’s employment will commence on August 5, 2002 and continue until terminated as permitted by the terms of this Agreement.

III. COMPENSATION

3.1 Base Salary. Executive shall be paid a base salary (“Base Salary”) of One Hundred Thousand Dollars ($100,000.00) per year, payable in monthly installments according to ICO’s usual payroll practices and subject to all requisite payroll deductions.

3.2 Bonus. Upon recommendation of the President of Holdings and approval by Holding’s Compensation Committee, ICO, in its sole discretion, may award an annual bonus to Executive. The target for this annual discretionary bonus is twenty percent (20%) of Executive’s Base Salary for the applicable calendar year, but it may be higher or lower depending upon the performance of Holdings, its subsidiaries and Executive. If a bonus is awarded, it will be paid by March 31 of the year following the calendar year for which the bonus is earned. If Executive’s

employment is terminated for any reason other than for Cause (as described in Section 4.2), the discretionary bonus shall be adjusted to reflect the aggregate Base Salary paid to Executive for the portion of the year that Executive was employed under this Agreement and such discretionary bonus, if any, shall, be paid within thirty (30) days following the date of termination. If Executive is terminated for Cause (as described in Section 4.2), he will be ineligible for a bonus.

3.3 Other Benefits.

IV. TERMINATION OF EMPLOYMENT

Executive, accrued but unused paid vacation time. and expenses for which Executive is entitled to reimbursement consistent with ICO policies, prior to his termination.

V. RESTRICTIVE COVENANT

VI. GENERAL PROVISIONS

6.4 Non- Waiver. Failure to enforce at any time any of the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or to affect either the validity of this Agreement or the right of either party thereafter to enforce each and every provision of this Agreement.

6.6 Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington.

ICO SATELLITE SERVICES GP			EXECUTIVE

By:	ICO Satellite Services Limited Its: General Partner


By:
Its: Director			Dennis Schmitt
Date:		24/7/02	Date:	7/22/02
Address:		4 Orinda Way	Address:
		Suite B240
		Orinda, CA 94563

Exhibit 10.32

23 June 2000


Private & Confidential


Mr Robert Day		ICO Global Communications
4736 Bulova Street		Services Inc
Torrance		The Corporation Trust Company
CA 90503		1209 Orange Street
USA		Wilmington
		Delaware

Dear Bob

This letter constitutes your employment agreement with ICO Global Communications Services Inc (“Employer”).

1. TITLE

1.1. You are employed as Vice President, Space Systems and you will report to the Senior Vice President and Chief Engineering Officer or other such person as the Employer may from time to time direct. Your position is a band 4 within the Employer’s internal structure.

1.2. You will be expected to carry out such duties as the Employer may from time to time reasonably require consistent with your job title and band.

2. WORK AUTHORIZATION

2.1. It is a condition of your employment that you hold and continue to hold a work permit or other appropriate authorization to enable you to work for the Employer in the United States. No guarantee can be given by the Employer that such a work permit or authorization will be forthcoming from the appropriate authorities.

3. TERM OF EMPLOYMENT

3.1. Your employment with the Employer will commence on a date to be confirmed. No period of employment with any other employer will count as continuous employment with the Employer.

/s/ RD
Initials

3.2. Your employment with the Employer shall be “at-will”, meaning that either you or the Employer will terminate your employment with or without cause, subject only to the notice requirements set forth in Paragraph 8 of this Agreement.

3.3. Your employment is subject to such general conditions of employment as the Employer may prescribe, whether in the staff handbook or elsewhere. By signing this agreement you acknowledge that you have received and read the staff handbook.

4. REMUNERATION AND BENEFITS

4.1. You will be compensated at the rate of United States Dollars $15,417 per month, less appropriate deductions for employment taxes and social security contributions (FICA), withholding for Federal and State income taxes, and as otherwise required under Federal and State law.

4.2. You will be paid on the last working date of each calendar month for the work you performed during that month.

4.3. You will be eligible to participate in such discretionary annual and long-term bonus programs as the Employer may establish from time to time for employees of your band, subject to such terms and conditions as the Employer may specify. Terms of the annual discretionary bonus program(s) for which you are eligible are attached. The nominal target for the annual bonus shall be 30%.

4.4. The Employer will provide you with the following benefits, subject to all applicable conditions of eligibility:

• A defined contribution 401(k) Retirement Plan;

• A managed care health insurance plan;

• An indemnity dental care plan;

• Life Insurance;

• Disability Insurance;

• Personal Accident Insurance.

To obtain more details regarding the terms of these benefit plans, please see the enclosed summary or contact Angela McGregor, Compensation & Benefits Specialist (tel: + 44 208 600 1002).

The Employer also reserves the right to terminate one or more of these benefit plans, to substitute another plan and to alter the terms of any of these plans, and if it does so, the Employer will be under no obligation to replace the terminated or altered plan with identical or similar benefits. However, it will notify you of any such change in benefits as required by law.

5. HOURS AND PLACE OF WORK

5.1. Your normal hours of work will be 9.00 am until 5.00 pm Mondays to Fridays, although the Employer reserves the right to vary your workdays and your start and finish times according to business needs. You will be informed of any changes in your workdays or normal hours or work before they are implemented. The Employer also reserves the right to require you to work such additional hours as may be necessary to properly perform your duties with no additional remuneration.

5.2. You initially will work at 2260 East Imperial Highway, El Segundo, Los Angeles, CA 90245 but the Employer may require you without any additional remuneration to relocate and to work at any new premises of the Employer as may be established within a reasonable distance of your initial place of work under this Agreement. In addition, the Employer may require you to travel both within and outside the United States in the course of your duties with the standard expense reimbursement arrangement.

5.3. If the place of work moves beyond a reasonable distance or the travel requirements become unreasonable (more than one quarter of a year) then you may elect to choose to terminate and the terms of Employer notice in sections 8.2 and 8.3 shall take effect.

6. VACATION AND HOLIDAYS

6.1. Your maximum annual vacation entitlement is 25 working days at full pay in each calendar year. Vacation will be earned on a pro-rata basis for each day you work.

6.2. You are encouraged to take your vacation during the year in which you earn it. The Employer understands that circumstances may preclude you from using your earned vacation time each and every year and therefore it will permit you to carry over your earned but unused vacation time from one year to the next. However, in order to encourage you to use your vacation, it is the Employer’s policy that once you accrue a certain number of unused vacation days you will stop earning additional vacation until you reduce the number of your accrued but unused vacation days below that number. The number of unused vacation days that you may accrue before you will stop earning additional vacation is twenty-five (25) days.

6.3. You will be required to obtain the approval of your manager before you may take off vacation time.

6.4. In addition to your vacation, you will be entitled each year to take the United States public holidays. These are listed in the Staff Handbook.

7. POST OFFER MEDICAL EXAMINATION

7.1. The Employer may require as a condition of your employment that you consent to a post offer medical examination by a doctor of its choice once you have received an offer of employment which is conditional only upon passing the examination. The Employer also may require that you consent to a medical examination by a doctor of its choice if you are absent from work due to illness. Please complete the enclosed copy of our post offer medical questionnaire. Once you have completed the details, you should fax a copy of this questionnaire to Dr George Kaye, fax number 011 44 207 370 4633 and return the original document in the provided pre-addressed envelope. Please note that only Dr Kaye or his qualified medical representatives will view this questionnaire.

8. NOTICE PERIOD

8.1. You will be required to give the Employer a minimum of six months’ prior notice in writing to terminate your employment.

8.2. Except in cases of dismissal for cause, the Employer will provide you with six months’ prior notice before terminating your employment. Notice shall be in writing. Dismissal for cause includes any dismissal based upon your breach of any significant term of this Agreement, your gross neglect of duty, or your significant incapacity to perform the duties of your job.

8.3. The Employer reserves the right to pay salary in lieu of notice or any part thereof. In addition you may elect to take a payment in lieu of notice instead of working the notice after the Employer has given notice.

8.4. In the case of a fundamental breach by the Employer of any of his obligations under the terms of this contract you may elect to terminate the contract and the terms under clause 8.2 and 8.3 shall apply. For the avoidance of doubt the following will be considered a fundamental breach: significant reduction in responsibility, reduction in the total compensation structure, reduction in band and / or breach of a significant term of this contract.

9. CONFIDENTIALITY

9.1. During your employment, you may have access to or become acquainted with proprietary trade secret information belonging to the Employer, its contractors or corporate affiliates such as information concerning its organization, business and affairs, its client lists, supplier lists, pricing information, profit margins, referral source lists, client presentations (actual and proposed), sales and financing projections, budget information and procedures, computer software, techniques of operation, employee compensation and financial structure, and future promotion plans and strategies or any kind or nature. You agree that all such information is highly confidential, a valuable trade secret, and the sole property of the Employer and that your protection and preservation of the confidentiality of that information is absolutely vital to the continued success of the Employer. Accordingly, you agree not disclose, reveal, or divulge to any person any such information or other trade

secrets, directly or indirectly, or use them in any way, except as required in the course of your employment under this Agreement.

9.2. Upon termination of your employment with the Employer, or at any other time the Employer requests you to do so, you will promptly deliver to it all material and documentation relating to the Employer, its contractor, or corporate affiliate including all memoranda, notes, records, reports, manuals, drawings, blueprints, employee lists, customer lists, referral source lists, vendor service lists, software programs, and any other documentation, whether or not of a confidential nature, belonging to the Employer, its contractor or corporate affiliates, including all copies of such materials which you may then possess or have under your control.

9.3. Because a breach or threatened breach of the provisions of paragraphs 9.1 or 9.2 is likely to result in damage or loss to the Employer which will be difficult to measure and which cannot be reasonably or adequately compensated in damages, you agree that the Employer may seek injunctive and other equitable relief to prevent a breach of paragraphs 9.1 and 9.2 without the necessity of posting a bond. If the Employer seeks or obtains such equitable relief, it shall not constitute a waiver of any of its other rights or remedies for breach of this section.

9.4. You agree that the provisions of this section shall survive termination of your employment.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All memoranda, reports, drawings, concepts, designs, programs, promotions, software and other materials or documents, whether or not confidential, created or developed by you in the course of, or otherwise arising out of your employment with the Employer (whether alone or in conjunction with any other person), or which you may disclose to the Employer during your employment with it shall be the sole and absolute property of the Employer, and you agree that you will not have, and will not claim to have, any right, title or interest of any kind or nature whatsoever in or to such materials. You further agree to execute any and all documents required by the Employer in order to evidence or perfect its ownership of such materials, including Agreement Regarding Rights to Intellectual Property, attached hereto as Exhibit A, and otherwise to comply with the Employer’s Patent Development Procedure, a copy of which shall be provided to you.

10.2. The provisions of this section shall survive termination of your employment.

11. DISCIPLINARY PROCEDURE AND GRIEVANCE PROCEDURE

11.1. The Employer’s disciplinary and grievance procedures are attached for your information in the staff handbook. However, these procedures do not express or imply any contractual obligation by the Employer to follow any procedure with respect to discipline; as stated in paragraph 3.2, employment is at will.

11.2. The Employer complies with the employment laws of the United States and the States in which it does business and in particular does not discriminate against any employee or applicant on the basis of race, color, religion, gender, national origin, age, disability, or any other status protected by law.

12. UNFAIR COMPETITIVE PRACTICES

12.1. You agree to devote your full time, attention, skill, and efforts to the performance of duties for the Employer. Because you are working for the Employer, you may not enter into any employment or independent contractor relationship with any other person or entity without the advance written consent of an authorized representative of the Employer and you may not engage in or participate in any business that is in competition in any manner whatsoever with the business of the Employer.

12.2. During and for a period of eighteen (18) months after your employment with the Employer ends you will not solicit or take away any person, entity or business that is a customer or prospective customer of the Employer, you will not solicit, induce or influence any person employed or engaged by the Employer to terminate his or her working relationship with the Employer, you will not make any disparaging comments to any third party regarding the Employer or concerning its officers, directors, employees or agents, or concerning its services or methods of doing business, and you will not otherwise do anything that could adversely affect any relationship of the Employer with any current, future or prospective client, customer, supplier or employee, or which could cause any current, future or prospective client or customer to refrain from entrusting business or additional business to the Employer.

12.3. You agree that, where applicable, the provisions of this section shall survive the termination of your employment with the Employer.

13. GOVERNING LAW

13.1. This Employment Agreement will be governed by and interpreted in accordance with relevant state law and United States federal law.

14. RESOLUTION OF DISPUTES BY ARBITRATION

14.1. You and the Employer agree that claims or controversies arising out of this Agreement or arising out of your employment shall be resolved by binding arbitration in lieu of trial by court or jury, subject to the exceptions identified in paragraph 14.2.

14.2. This agreement to arbitrate includes, without limitations, all claims for employment discrimination or harassment on the basis of any status protected by the laws of The United Kingdom, the United States, or state law, and any claims at common law for breach of express or implied contract, breach of the covenant of good faith and fair dealing, wrongful discharge, promissory estoppel, retaliation, harassment, personal injury, tort, or violation of public policy. This agreement to arbitrate is subject only to the following exceptions:

• claims by either party for temporary injunctive relief pending arbitration;

• administrative claims for unemployment compensation or workers’ compensation benefits; and

• administrative charges of discrimination brought with the Equal Employment Opportunity Commission or a state employment agency such as the California Department of Fair Employment and Housing.

14.3. Any dispute that is to be resolved by arbitration under this Agreement shall be decided by impartial arbitration held in the city or county in which the Employer’s office is located and shall be administered by the American Arbitration Association. Costs and fees of the arbitrator shall be borne equally by the parties or shall be allocated otherwise as determined by the arbitrator. Otherwise, all costs, fees and expenses incurred by each party shall be its responsibility. The arbitrator shall have authority to issue any order or remedy that may be issued by a trial court.

15. COMPLETE AGREEMENT

15.1. This Agreement supersedes any and all other agreements, either oral or written, between the Employer and you with respect to your employment by the Employer.

15.2. This Agreement may not be amended, supplemented, or modified except by a written agreement that expressly refers to this Agreement and which is signed by an authorized representative of the Employer and you.

15.3. In the event that any provision of this Agreement is determined to be illegal, invalid, or void for any reason, the remaining provisions shall continue in full force and effect.

15.4. You represent and warrant to the Employer that there is no restriction or limitation, by reason of any agreement or otherwise, upon your right or ability to enter into this Agreement and fulfill the obligation under this Agreement.

15.5. You acknowledge and agree that you are not relying on any inducement, representation, promise, or other statement not expressly set forth herein in entering into this Agreement and accepting or continuing employment with the Employer, including without limitation any representative regarding the term of employment or any right to continue employment.

Finally, please sign and return a copy of the Intellectual Property Rights Deed as mentioned in Section 10 of this contract. This offer will remain open for a period of 14 days from the date of this letter. If it has not been accepted by then it will be deemed withdrawn.

Yours sincerely
ICO GLOBAL COMMUNICATIONS SERVICES INC.


/s/ Vivian Leinster
Vivian Leinster
Manager, Compensation and Benefits


I agree to the terms and conditions contained herein :


/s/ Robert Day			23 June 2000
Signed by: Robert Day			Date


I will be available to commence work on:		15 July 2000


Witness for the Employee:

DATED :	20 June 2000		/s/ EUGENE D WILLIAMS
			Signature

			EUGENE WILLIAMS
			Print Name

			400 CONTINENTAL BLVD. 6 ^TH Fl. El SEGUNDO, CA 90245 USA
			Address of Witness

Exhibit 10.33

SERVICES AGREEMENT AMENDMENT 4

Whereas ICO Global Communications (Holdings) Limited, a Delaware company (“Company”), and Dennis Schmitt, an individual (“Director”), previously entered into a services agreement with an effective date of January 6, 2003. Such parties agree to extend such agreement for the period commencing January 1, 2006 and ending December 31, 2006.

Company

Director

By:

/s/ Tim Bryan

By:

/s/ Dennis Schmitt

Name:

Tim Bryan

Name:

Dennis Schmitt

Title:

Chief Executive Officer

Title:

Sr. Vice President, Finance

Address:

11700 Plaza America Drive, Suite 1010
Reston, Virginia 20190, USA

Address:

22532 NE 98 ^th Place
Redmond, WA 98053

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is made and entered into between Dennis Schmitt (“DIRECTOR”) and ICO Global Communications (Holdings) Ltd, a Delaware corporation (“COMPANY”), effective as of January 6, 2003.

In consideration of the covenants and conditions set forth, COMPANY and DIRECTOR agree as follows:

1. ENGAGEMENT OF SERVICES

(a) Pursuant to the provisions of this Agreement, COMPANY hereby retains DIRECTOR to perform services (the “Services”) as described in Exhibit A hereto. DIRECTOR shall perform the Services at such place or places and at such time or times as shall be mutually agreeable to COMPANY and DIRECTOR. DIRECTOR agrees to be available to perform the Services under this Agreement.

2. COMPENSATION

(a) As full and complete compensation for DIRECTOR’S services and for the discharge of all of DIRECTOR’S other obligations hereunder, COMPANY shall pay DIRECTOR an initial lump-sum fee of US$10,000, plus a fee of US$500 per month. Such monthly fee shall be treated as salary for payroll purposes so long as this Agreement remains in effect.

(b) In addition to such compensation, COMPANY will reimburse DIRECTOR for reasonable travel and other out-of-pocket costs reasonably incurred by DIRECTOR in the course of performing the Services; provided, however, that COMPANY shall not be obligated hereunder unless (i) COMPANY has expressly requested DIRECTOR to travel or to incur such costs, and (ii) DIRECTOR provides COMPANY with appropriate receipts or other relevant documentation for all such costs as part of any submission for reimbursement.

3. DIRECTOR WARRANTIES AND COVENANTS

(a) The U.S. Foreign Corrupt Practices Act (“FCPA”) generally prohibits U.S. companies, their officers, directors, employees, stockholders, agents, Directors and certain others from paying bribes (or providing anything of value) to foreign government officials, public international organization officials or foreign political party officials (or candidates for such offices) in order to obtain or retain business or to gain any improper advantage. Accordingly, during the entire term of this Agreement, DIRECTOR agrees not to offer, give or promise to give anything of value to foreign government officials, public international organization officials or foreign political party officials (or candidates for such offices), directly or indirectly, for the purposes of influencing official acts and decisions (including failures to act and to decide) in order to assist COMPANY or any COMPANY affiliate in obtaining or retaining business or gaining any improper advantage. Further, DIRECTOR agrees to comply with all anti-bribery laws of any country with which DIRECTOR does business on behalf of or in any way connected to COMPANY. Finally, COMPANY will have the right to audit DIRECTOR’S expenses and invoices when a reasonable question has been raised as to whether there has been a violation of the FCPA or any other applicable anti-bribery laws.

(b) During the term of this Agreement, DIRECTOR represents and warrants that it will not perform services for others in a manner that creates a conflict of interest with respect to the Services to be performed for COMPANY pursuant to this Agreement. If at any time, any potential conflict of interest arises, DIRECTOR shall immediately notify the COMPANY Contact of the potential conflict in writing.

4. TERM AND TERMINATION

Unless previously terminated as set forth below, this Agreement shall terminate on December 31, 2003, provided, however, that COMPANY and DIRECTOR may, by mutual agreement in writing, extend the term of this Agreement beyond such date.

This Agreement may be terminated:

(a) By either COMPANY or DIRECTOR, upon ten (10) days written notice, provided that this Section 4(a) shall apply only to a complete termination of the Agreement. Any COMPANY requests for termination of only a portion of the Services shall be presented to DIRECTOR and negotiated as amendments to this Agreement pursuant to Section 8 (Complete Understanding, Modification).

(b) By either COMPANY or DIRECTOR, upon a breach of any of the material covenants contained herein by the other party if such breach continues uncured for a period of ten (10) days after written notice of such breach;

(d) By COMPANY, immediately, upon any breach of Sections 3(a) or 3(b) of this Agreement.

5. EFFECT OF TERMINATION

Upon the termination for any reason of this Agreement (including expiration), each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve DIRECTOR of its obligations under 3 (Director Warranties and Covenants), 7 (Governing Law; Severability; Attorneys Fees), this Section 5 (Effect of Termination) and any other provision that may reasonably be interpreted to survive termination, nor shall any such termination relieve DIRECTOR or COMPANY from any liability arising from any breach of this Agreement. DIRECTOR will immediately cease performing the Services on the earlier of (i) the date specified in any notice of termination of this Agreement, and (ii) the date of expiration of this Agreement (the “Termination Date”).

Under no circumstances will COMPANY be required to compensate DIRECTOR with respect to any activities performed by DIRECTOR that violated any applicable laws or that materially breached a material provision of this Agreement, including any breach of Section 3.

6. ASSIGNMENT

The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, assigns, heirs, executors and administrators, as the case may be; provided that, as COMPANY has specifically contracted for DIRECTOR’S services, DIRECTOR may not assign or delegate his obligations under this Agreement either in whole or in part without the prior written consent of COMPANY.

7. GOVERNING LAW; SEVERABILITY; ATTORNEYS’ FEES

The Parties shall negotiate in good faith to resolve any dispute with respect to the interpretation or validity of, or arising from, this Agreement. If the Parties cannot resolve such dispute within sixty (60) days after commencing such negotiation, either Party may, on written notice to the other, refer such dispute to final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association to take place in Seattle, Washington. A single neutral arbitrator shall decide all claims subject to these arbitration procedures. DIRECTOR consents to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington for purposes of any such equitable proceeding. If the Parties are seeking equitable relief in such manner, the dispute shall not be resolved by the binding arbitration procedure described above.

This Agreement shall be governed by and .construed according to the laws of the State of Washington (without regard to any conflicts of laws principles). If an arbitrator or court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue in full force and effect. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees.

8. COMPLETE UNDERSTANDING; MODIFICATION

This Agreement, and all other documents mentioned herein, constitute the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements between DIRECTOR and COMPANY with respect to the subject matter herein. Any waiver, modification or amendment of any provision of this Agreement, including any additions, modifications or other changes to the Services as described in Exhibit A, Description of Services, shall be effective only if in writing and signed by the parties hereto.

9. NOTICES

Any notices required or permitted hereunder shall be given to the appropriate party at the address or facsimile number specified below or at such other address or facsimile number as the party shall specify in writing. Such notice shall be deemed given when first received by any of the following methods (a) upon personal delivery, (b) overnight delivery service, (c) by deposit in the United States mail, certified and return receipt requested, postage prepaid or (d) by confirmed facsimile transmission with a copy also sent by overnight delivery or by mail as provided above.

EXHIBIT A

Description of Services

1. Upon request by Company, and upon appointment by the applicable shareholders or Board of Directors, to serve as a member of the Board of Directors or as an officer of any direct or indirect subsidiary or affiliate of Company (“Subsidiaries”).

2. After appointment as a Director, to attend (in person, by telephone, or by written consent as applicable) all Board of Director meetings, as may be held by all applicable Subsidiaries.

3. To perform such duties as may be required to fulfill the requirements of any position held as a Director or as an officer in the applicable Subsidiaries.

4. To exercise appropriate fiduciary judgment and to act in the best interests of the relevant Subsidiary in performing the duties required relating to any position held.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

COMPANY					DIRECTOR

By:	/s/ Craig N Jorgens				By:	/s/ Dennis Schmitt
Name:		Craig Jorgens			Name:		Dennis Schmitt
Title:		President			Title:		Controller
Address:			4 Orinda Way, Ste. 240 B Orinda, CA 94563		Address:			22532 NE 98 ^th Place Redmond, WA 98053

Attn:				Legal Department	Telephone:				425-828-8015
Telephone:				925-253-4914	Facsimile:				425-828-8060
Facsimile:				925-253-0918

Exhibit 10.34







		ICO Satellite Services GP
		2300 Carillon Point
		Kirkland WA 98033
		USA

		Tel +1 425828-8000
		Fax +1 425 828-8021

December 16, 2005

David Zufall

11005 Burywood Lane

Reston, VA 20194

Dear David,

I am pleased to confirm our offer of employment as Senior Vice President, Ground Segment. Your anticipated start date is January 1, 2005.

As Senior Vice President, Ground Segment your monthly salary will be $18,000. Payroll is processed monthly in arrears. We are pleased to offer you a 30% annual bonus, guaranteed for the first year and determined by ICO’s board of directors and management based on both personal and company performance in the years following. You are eligible to receive 250,000 options vesting on a four year schedule at 25% at the completion of each year. The vested options will be exercisable at $4.75 per share.

You will be eligible for four weeks (20 business days) of vacation per year accrued at a rate of 1.67 days per month of employment as well as all company holidays.

ICO currently offers all US employees the following benefits with 100% employer paid premiums; group medical coverage through Aetna, group dental coverage through Genworth Financial, group long-term disability, accidental death & dismemberment and life insurance through Unum. ICO also offers a 401(k) plan through Fidelity Investments. ICO contributes the equivalent of 12 % of your basic monthly salary (within IRS regulatory limits) into your individual 401(k) account which vests immediately. Details of these benefits are included in the enclosed booklets. You are eligible to participate in each of these benefits, though ICO reserves the right to change its benefit plans at ICO’s discretion.

We look forward to a long and mutually beneficial employment relationship, but wish to confirm that this is an employment-at-will relationship and ICO recognizes that you have

the right to terminate your employment with ICO at any time with or without reason. Please be aware that ICO reserves a similar right to end the employment relationship at any time with or without reason. This offer is in no way meant to guarantee employment for any specific length of time.

Should you have any questions, call me at 925 299 5330.

Please confirm your acceptance of this offer by signing both copies of this letter and returning one signed copy to me in the enclosed envelope.

Yours Sincerely,

Craig Jorgens

President

I accept ICO’s offer of employment as outlined in this letter.

/s/ David Zufall		1/24/06
David Zufall		Date

* Offer includes salary beginning 12/1/05

Exhibit 10.35

CONSULTING SERVICES AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of March 1, 2006, by and between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation (“ICO”), R. Gerard Salemme, an individual (“Consultant”).

WHEREAS, ICO desires to retain Consultant to provide consulting services in the area of a strategy and external affairs as it relates to ICO and Consultant desires to provide such consulting services pursuant to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties hereto hereby covenant and agree as follows:

I. THE SERVICES

1. Appointment and Acceptance . ICO hereby retains Consultant as a consultant, and Consultant hereby accepts such appointment from ICO, under the terms and conditions hereinafter set forth. All other agreements or arrangements, oral or written, between the parties in any way pertaining to the appointments of Consultant are hereby terminated and completely merged herein.

2. Scope of Services . Consultant agrees to provide ICO consulting services (the “Services”) as requested from time to time by ICO.

3. Extent of Services . The Consultant shall devote the business time and attention necessary to provide the Services, and shall utilize best efforts in the furtherance of the business of ICO. Consultant agrees to perform the Services in a professional and timely manner using the higher degree of skill, diligence and expertise.

4. Independent Contractor . Consultant will furnish Consultant’s services as an independent contractor and not as an employee of ICO or of any company affiliated with ICO. Consultant has no power of authority to act for or bind ICO or any company affiliated with ICO in any manner. ICO shall not control or direct the details and means by which Consultant performs the Services, except as necessary to coordinate Consultant’s work with other individuals. Consultant shall be solely responsible for and pay all costs associated with conducting its business including without limitation, compliance with all applicable worker’s compensation, unemployment compensation, medical dental, and disability insurance, social security laws, city, county, state or federal licenses and with all withholding and all other federal, state and local laws governing such matters. Consultant shall not be eligible for, and shall not participate in, any employee health, retirement, group benefit plan or other fringe benefit provided to employees, even if there is a later judicial or other determination that Consultant was an “employee.”

II. TERM

The term of such consulting services shall commence as of March 1, 2006 and shall expire on August 31, 2006. For every successive month after March 2006, if the Company has not delivered a Termination Notice as provided in Section VIII hereof, the Term will be extended by one month. The term of consulting services shall hereinafter be referred to as the “Term.”

III. COMPENSATION

1. Service Fees . ICO shall, during the Term of this Agreement, pay to Consultant as basic compensation for the Services (the “Service Fee(s)”) of $12,500 per month

2. Expenses . During the Term, ICO shall reimburse Consultant for authorized expenses incurred and paid by Consultant in the course of the performance of the duties hereunder, all in accordance with ICO’s standard expense reimbursement policy.

3. Stock Options and Restricted Stock . ICO has issued stock options and restricted stock to Consultant pursuant to separate agreements. Vesting of stock options and restricted stock under those agreements will continue until the termination of this Agreement in accordance with its terms. ICO agrees that it will not deliver a Termination Notice to Consultant which would have the effect of eliminating the 100% vesting of the ICO restricted stock grant:

IV. REPRESENTATIONS

1. Representation and Agreements of the Consultant . The Consultant represents and warrants, knowing that ICO is relying thereon in entering into this Agreement, that Consultant is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts, agreements, restrictive covenants or other restrictions preventing Consultant from entering into this Agreement or performing the duties hereunder.

2. Conflict of Interest . During the Term of this Agreement, Consultant will not enter into any activity, employment, or business arrangement except those related to Eagle River Inc. and Clearwire Corp. that conflicts with ICO’s interests or Consultant’s obligations under this Agreement. Nothing in this Agreement shall restrict Consultant’s ability to perform work for other parties both during and after the term of this Agreement except as provided above.

V. PROPRIETARY RIGHTS

1. ICO Invention Agreement . Consultant has signed the ICO Invention Agreement.

VI. CONFIDENTIAL INFORMATION

1. Confidential Information . Consultant has signed a standard ICO Non Disclosure Agreement.

VII. TERMINATION

1. Termination . Notwithstanding any provision contained in this Agreement to the contrary. Consultant may terminate this Agreement at any time upon thirty (30) days’ prior written notice to ICO, and ICO may terminate this Agreement upon the giving of a notice to Consultant (the “Termination Notice”) after which time the Agreement will automatically terminate 6 months hence in accordance with Section II hereunder.

VIII. MISCELLANEOUS

1. Notices . All notices and other communications provided for or permitted hereunder shall be in writing and shall be made by hand delivery, first class mail, postage prepaid, return receipt requested, or telex, telecopier, or reliable overnight courier addressed as follows:

If to Consultant to:		If to ICO to:
Gerry Salemme		J. Timothy Bryan
815 Connecticut Avenue # 610		ICO Global Communications
Washington, DC 30036		11700 Plaza America Boulevard, Suite 1010
		Reston, Virginia 20191

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in any United States Post Office in the Continental United States, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied, or the next business day if by overnight courier.

2. Governing Law . This Consultant Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving affect to the principles of conflict of laws thereof. The parties agree that any action brought under this Agreement shall be brought in the courts of Fairfax County, Virginia which the parties agree is a proper and “convenient” forum.

3. Unenforceable Terms . If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the other provision of this Agreement that can be given effect without the invalid provision. If any provision of this Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.

4. Binding Effect . This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

5. Entire Agreement . This Agreement along with the agreements referenced in Sections V and VI constitute the entire agreement and understanding between the parties hereto. No waiver, amendment or modification of any provision of this Agreement shall be valid unless in writing and signed by the parties hereto.

6. Assignability . This Agreement shall not be assignable by Consultant.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CONSULTANT:				ICO:

R. Gerard Salemme				ICO GLOBAL COMMUNICATIONS (HOLDINGS)
				LIMITED

By:	/s/ R. Gerard Salemme			By:	/s/ J. Timothy Bryan

Name:			R. Gerard Salemme	Name:				J. Timothy Bryan

Title:				Title:			CEO

Date:		3/22/06		Date:		3/20/06

000-00-0000
Federal Tax identification



Uniform Business Identifier

Exhibit 10.36

ICO Global Communications (Holdings) Limited

11700 Plaza America Drive, Suite 1010

Reston, Virginia 20190

April 19, 2006

Ms. Donna Alderman

138 Parkview Road

Pound Ridge, New York 10576

Dear Donna:

We are pleased that you have agreed to continue as Executive Vice President, Strategy of ICO Global Communications (Holdings) Limited under the terms of this letter agreement. You will have the rights, powers, duties and obligations as may be agreed upon from time to time. During the course of your employment with ICO you will devote your full business time and efforts to ICO; provided , that, nothing herein will prevent you from (i) participating in industry, trade, professional, charitable and community activities, (ii) serving on corporate, civic or charitable boards or committees as mutually agreed by us and you, and (iii) managing your personal investments and affairs, in each case so long as such activities do not conflict with ICO’s interests or interfere with the performance of your responsibilities to ICO.

Base Salary and Annual Bonus

Your current annual salary is $500,000, less payroll taxes and required withholding, which will be paid to you in regular intervals in accordance with ICO’s customary payroll schedules for salaried employees, but in no event less frequently than twice each month. This salary may be adjusted in the future in accordance with ICO’s compensation practices. ICO currently does not have a cash bonus plan for you or your position. However, you may be considered for additional restricted stock and/or stock options in the future if and when the Compensation Committee of ICO’s Board considers such plans generally.

Employee Intellectual Property Agreement

As a condition of continuing employment, and in exchange for being given a written employment letter agreement, you agree to continue to abide by the terms of the ICO Employee Intellectual Property Agreement.

Termination

Without Cause

If ICO terminates your employment without Cause, as defined below, then you will be entitled to the following:

• a lump sum payment (less any required deductions) in an amount equal to (i) your unpaid base salary through the date of termination, (ii) the value of your vacation time not used as of the date of termination to the extent that such vacation time has been accrued during the calendar year of termination, calculated based upon your base salary at the date of termination, and (iii) reimbursement of any reasonable business expenses reimbursable under this letter, to the extent not theretofore reimbursed.

In addition, ICO will provide you the following severance benefits on the condition that you execute a separation agreement that contains a full release of claims, in a form acceptable to ICO:

• in connection with, and immediately prior the date of termination, ICO shall take steps necessary to accelerate and deem immediately vested those options granted to you under the Plan in which you would have vested had you remained actively employed through the Severance Period and all restricted shares in which you would have vested had you remained actively employed through the Severance Period, at which point all other unvested options shall expire; provided, however, this provision does not supersede any Change of Control provisions for accelerated vesting of stock options under the Plan.

For Cause

ICO may terminate your employment for Cause at any time upon written notice of such termination to you setting forth in reasonable detail the nature of such Cause. If ICO terminates your employment for Cause, or you resign, then you will be entitled to a lump sum (less any required deductions) in an amount equal to (i) your base salary through the date of termination, (ii) the value of your vacation time not used as of the date of termination to the extent that such vacation time has been accrued during the calendar year of termination, calculated based upon your base salary at the date of termination, and (iii) reimbursement of any reasonable business expenses reimbursable under this letter, to the extent not theretofore reimbursed. In addition, upon termination of your employment by ICO for Cause, any options granted to you, notwithstanding any prior vesting, shall automatically expire at the time ICO first notifies you of such termination.

Definition of “Cause”

“Cause” means dismissal for willful material misconduct or failure to discharge duties, conviction or confession of a crime punishable by law (except minor violations), the performance of an illegal act while purporting to act in ICO’s behalf, or engaging in activities directly in competition or antithetical to the best interest of ICO, such as dishonesty, fraud, unauthorized use or disclosure of confidential information or trade secrets.

Definition of “Disability”

For purposes of this Agreement, “Disability” will mean a medically diagnosed physical or mental impairment that that renders you incapable (even with reasonable accommodation) of performing the duties required under this Agreement for a period of time that is reasonably expected to exceed 8 weeks. ICO, acting in good faith, will make the final determination of whether you have a Disability and, for purposes of making such determination, may require you to submit yourself to a physical examination by a physician mutually-agreed upon by you and ICO.

Benefits; Vacation; Expenses

You may participate in and to receive benefits from all present and future life, accident, disability, medical, pension and savings plans and all similar benefits made available generally to executives of ICO. The amount and extent of benefits to which you are entitled will be governed by the specific benefit plan, as it may be amended from time to time.

You will accrue four weeks of paid vacation per year or such longer period as may be provided by ICO. Such vacation will be taken at such times and intervals as will be determined by you, subject to the reasonable business needs of ICO. You will not be entitled to defer more than two weeks’ vacation time not taken to a later calendar year, and you cannot accumulate more than 25 days of accrued but unused vacation time in the aggregate.

ICO will pay or reimburse you promptly for all reasonable business expenses and other disbursements incurred or paid by you in the performance of your duties and responsibilities to ICO, including those incurred or paid in connection with business related travel, telecommunications and entertainment, subject to reasonable substantiation of such expenses by you in accordance with ICO’s policies.

Arbitration of Claims

You hereby acknowledge and agree that, except as provided below, all disputes concerning your employment with ICO, the termination thereof, the breach by either party of the terms of this letter or any other matters relating to or arising from your employment with ICO will be resolved in binding arbitration in a proceeding in Reston, Virginia, administered by and under the rules and regulations of National Rules for the Resolution of Employment Disputes of the American Arbitration Association. This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA

arbitrator. Both parties and the arbitrator will treat the arbitration process and the activities that occur in the proceedings as confidential.

The arbitration procedure will afford you and ICO the full range of statutory remedies. ICO and you will be entitled to discovery sufficient to adequately arbitrate any covered claims, including access to essential documents and witnesses, as determined by the arbitrator and subject to limited judicial review. In order for any judicial review of the arbitrator’s decision to be successfully accomplished, the arbitrator will issue a written decision that will decide all issues submitted and will reveal the essential findings and conclusions on which the award is based. The party that is not the substantially prevailing party, which determination shall be made by the arbitrator in the event of ambiguity, shall be responsible for paying for the arbitration filing fee and the arbitrator’s fees.

Nothing contained in this section will limit ICO’s or your right to seek relief in any court of competent jurisdiction in respect of the matters set forth in the “ICO Employee Intellectual Property Agreement.” We specifically agree that disputes under the “ICO Employee Intellectual Property Agreement” will not be subject to arbitration unless both parties mutually agree to arbitrate such disputes.

Employment At Will

By signing this letter, you understand and agree that your employment with ICO will continue at-will. Therefore, your employment can terminate, with or without Cause, and with or without notice, at any time, at your option or ICO’s option, and ICO can terminate or change all other terms and conditions of your employment, with or without Cause, and with or without notice, at any time, in all cases subject to the other terms and conditions of this letter. This at-will relationship will remain in effect throughout your employment with ICO or any of its subsidiaries or affiliates. The at-will nature of your employment, as set forth in this paragraph, can be modified only by a written agreement signed by both ICO’s Chief Executive Officer and you which expressly alters it. This at-will relationship may not be modified by any oral or implied agreement, or by any policies of ICO, practices or patterns of conduct.

Entire Agreement

the terms contained in this letter will control, and that the provisions regarding vesting or termination contained in your stock option agreements will be superseded by the provisions of this letter to the extent of any conflict . In addition, the noncompetition and other covenants contained in the ICO Employee Intellectual Property Agreement will also supersede the provisions of any other similar covenant contained in your stock option agreement to the extent of any conflict. We hope that you will accept this offer and continue to work with us.

				Sincerely,

				ICO Global Communications


				By
				Name: J. Timothy Bryan
				Title: Chief Executive Officer

Signature of Acceptance:


Donna Alderman

Date:

Exhibit 10.37

ICO Global Communications (Holdings) Limited

11700 Plaza America Drive, Suite 1010

Reston, Virginia 20190

April 23, 2006

Mr. Craig Jorgens

580 Dalewood Drive

Orinda, California 94563

Dear Craig:

We are pleased that you have agreed to continue as President of ICO Global Communications (Holdings) Limited and ICO North America (collectively “ICO”) under the terms of this letter agreement. You will have the rights, powers, duties and obligations as may be agreed upon from time to time. During the course of your employment with ICO you will devote your full business time and efforts to ICO; provided , that, nothing herein will prevent you from (i) participating in industry, trade, professional, charitable and community activities, (ii) serving on corporate, civic or charitable boards or committees and serving on up to two outside boards of directors, and (iii) managing your personal investments and affairs, in each case so long as such activities do not conflict with ICO’s interests or interfere with the performance of your responsibilities to ICO.

Base Salary and Annual Bonus

Your current annual salary is $570,000, less payroll taxes and required withholding, which will be paid to you in regular intervals in accordance with ICO’s customary payroll schedules for salaried employees, but in no event less frequently than twice each month. This salary may be adjusted in the future in accordance with ICO’s compensation practices. However, you may receive additional restricted stock and/or stock options in the future if and when the Compensation Committee of ICO’s Board considers such plans generally. In addition, ICO shall provide up to $2,000 per year for tax preparation assistance, payable upon presentation of acceptable documentation of actual expenses incurred.

Employee Intellectual Property Agreement

Termination

Without Cause

If ICO terminates your employment without Cause, as defined below, then you will be entitled to the following:

• a lump sum payment (less any required deductions) in an amount equal to (i) your unpaid base salary through the date of termination, (ii) the value of your vacation time not used as of the date of termination, calculated based upon your base salary and benefits at the date of termination, and (iii) reimbursement of any reasonable business expenses reimbursable under this letter, to the extent not theretofore reimbursed.

In addition, ICO will provide you the following severance benefits on the condition that you execute a separation agreement that contains a full release of claims, in a form acceptable and customary for ICO:

• continuation of your base salary and benefits then in effect, payable in accordance with the normal payroll practices of ICO in effect, on the date of termination, for a period of six (6) months (“Severance Period”); and

For Cause

ICO may terminate your employment for Cause at any time upon written notice of such termination to you setting forth in reasonable detail the nature of such Cause. If ICO terminates your employment for Cause, or you resign, then you will be entitled to a lump sum (less any required deductions) in an amount equal to (i) your base salary and benefits through the date of termination, (ii) the value of your vacation time not used as of the date of termination, calculated based upon your base salary at the date of termination, and (iii) reimbursement of any reasonable business expenses reimbursable under this letter, to the extent not theretofore reimbursed. In addition, upon termination of your employment by ICO for Cause, any options granted to you, not including any already vested options, shall automatically expire at the time ICO first notifies you of such termination.

Definition of “Cause”

Definition of “Disability”

Benefits; Vacation; Expenses

You will accrue 21 days of paid vacation per year or such longer period as may be provided by ICO. Such vacation will be taken at such times and intervals as will be determined by you, subject to the reasonable business needs of ICO. You will not be entitled to defer more than two weeks’ vacation time not taken to a later calendar year, and you cannot accumulate more than 25 days of accrued but unused vacation time in the aggregate.

Arbitration of Claims

arbitrator. Both parties and the arbitrator will treat the arbitration process and the activities that occur in the proceedings as confidential.

Employment At Will

Entire Agreement

the terms contained in this letter will control, and that the provisions regarding vesting or termination contained in your stock option agreements will be superseded by the provisions of this letter to the extent of any conflict. In addition, the noncompetition and other covenants contained in the ICO Employee Intellectual Property Agreement will also supersede the provisions of any other similar covenant contained in your stock option agreement to the extent of any conflict. We hope that you will accept this offer and continue to work with us.

		Sincerely,

		ICO Global Communications


		By	/s/ J. Timothy Bryan
			Name: J. Timothy Bryan
			Title: Chief Executive Officer

Signature of Acceptance::


/s/ Craig Jorgens
Craig Jorgens

Date:	4/26/06

Exhibit 10.38

ICO Global Communications (Holdings) Limited

11700 Plaza America Drive, Suite 1010

Reston, Virginia 20190

April 19, 2006

John Flynn

3717 Underwood Street

Chevy Chase, Maryland, 20815

Dear John:

We are pleased that you have agreed to accept the positions of Executive Vice President, General Counsel, and Corporate Secretary of ICO Global Communications (Holdings) Limited and ICO North America, Inc. (collectively, “ICO”) under the terms of this letter agreement. You will have the rights, powers, duties and obligations as may be agreed upon from time to time. During the course of your employment with ICO you will devote your full business time and efforts to ICO; provided , that, nothing herein will prevent you from (i) participating in industry, trade, professional, charitable and community activities, (ii) serving on corporate, civic or charitable boards or committees as mutually agreed by us and you, and (iii) managing your personal investments and affairs, in each case so long as such activities do not conflict with ICO’s interests or interfere with the performance of your responsibilities to ICO. The starting date for this position and for purposes of this Letter Agreement shall be May 8, 2006.

Base Salary and Annual Bonus

Your current annual salary will be $325,000, less payroll taxes and required withholding, which will be paid to you in regular intervals in accordance with ICO’s customary payroll schedules for salaried employees, but in no event less frequently than twice each month. This salary may be adjusted in the future in accordance with ICO’s compensation practices. ICO currently does not have a cash bonus plan for you or your position. However, you may be considered for additional restricted stock and/or stock options in the future if and when the Compensation Committee of ICO’s Board considers such plans generally.

Stock Options

ICO has approved the granting to you of an option to purchase 350,000 shares of ICO Global Class A Ordinary Shares (the “Option”), with an exercise price equal to $5.88 per share. The Option will vest in equal annual installments on each of the first, second, third, and fourth anniversaries of your start date of May 8, 2006. The Option will be evidenced by a stock option agreement approved by the Committee for the grant of other stock options under the ICO Global Communications (Holdings) Limited Amended and Restated 2000 Stock Option Plan (the “Plan”) and will be subject to the terms and

conditions of the Plan.

Employee Intellectual Property Agreement

As a condition of continuing employment, and in exchange for being given a written employment letter agreement, you agree to execute and abide by the terms of the ICO Employee Intellectual Property Agreement, a copy of which is enclosed.

Termination

Without Cause

If ICO terminates your employment without Cause, as defined below, then you will be entitled to the following:

In addition, ICO will provide you the following severance benefits on the condition that you execute a separation agreement that contains a full release of claims, in a form acceptable to ICO:

For Cause

calendar year of termination, calculated based upon your base salary at the date of termination, and (iii) reimbursement of any reasonable business expenses reimbursable under this letter, to the extent not theretofore reimbursed. In addition, upon termination of your employment by ICO for Cause, any options granted to you, notwithstanding any prior vesting, shall automatically expire at the time ICO first notifies you of such termination.

Definition of “Cause”

Definition of “Disability”

Benefits; Vacation; Expenses

Arbitration of Claims

Employment At Will

Entire Agreement

This letter, any stock option agreement between you and ICO, and the ICO Employee Intellectual Property Agreement constitute the entire agreement, arrangement and understanding between you and ICO on the nature and terms of your employment with ICO. This letter agreement supersedes any prior or contemporaneous agreement, arrangement or understanding on this subject matter, subject to the sixth sentence in this paragraph regarding any stock option agreement between you and ICO. By executing this letter as provided below, you expressly acknowledge the termination of any such prior agreement, arrangement or understanding. Also, by your execution of this letter, you affirm that no one has made any written or verbal statement that contradicts the provisions of this letter. In the event of any inconsistency between the terms contained in this letter and the terms contained in any stock option agreement between you and ICO, the terms contained in this letter will control, and the provisions regarding vesting or termination contained in your stock option agreements will be superseded by the provisions of this letter to the extent of any conflict . In addition, the noncompetition and other covenants contained in the ICO Employee Intellectual Property Agreement will also supersede the provisions of any other similar covenant contained in your stock option agreement to the extent of any conflict. We hope that you will accept this offer and look forward to working with you.

		Sincerely,

		ICO Global Communications


		By	/s/ J. Timothy Bryan
			Name:	J. Timothy Bryan
			Title:	Chief Executive Officer

Signature of Acceptance:


/s/ John Flynn
John Flynn

Date:	5/11/06

Exhibit 21.1

LIST OF SUBSIDIARIES

ICO North America Inc.		Delaware
New ICO Services Limited		Great Britain
ICO Global Limited		Delaware
ICO Management Corp.		Delaware
Double Helix Investment Corp.		Delaware
ICO Satellite Management LLC		Delaware
ICO Global Communications Canada Inc.		Canada
ICO Global Communications (Operations) Limited		Cayman Islands
ICO Satellite North America Limited		Cayman Islands
ICO Satellite Limited		Great Britain
ICO-Pak Communications (Private) Ltd.		Pakistan
ICO-Global Telecomunikasyon Limited Sirketi		Turkey
Marabou Management Limited		Delaware
ICO Satellite Services Limited		Great Britain
ICO Services Limited		Great Britain
ICO Global Communications Holdings (Netherlands Antilles) NV		Netherland Antilles
ICO Global Communications Israel Ltd.		Israel
ICO Satellite Services GP		Delaware
ICO Global Communications Holdings BV		Netherlands
ICO Satellite North America Limited		Cayman Islands
ICO Global Communications Services (Netherlands Antilles) NV		Netherland Antilles
ICO Global Communications Services BV		Netherlands
SSG UK Limited		Great Britain
New ICO Satellite Services GP		Delaware
Gatecom Leasing GmbH		Germany
Gatecom Mexico SA de CV		Mexico
ICO Global Communications Services Inc.		Delaware
ICO Communications Partners Ltd.		Cyprus
Gatecom Netherlands BV		Netherlands
ICO Global Communications (Holdings) PTE Ltd.		Singapore
Closed Joint Stock Company ICO-R		Russian Federation
Gatecom Brazil SA		Brazil
PT Aditama		Indonesia
ICO Telecommunicadcoes Ltda		Brazil

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

Section 1.02. Other Definitions.

Section 1.03. Incorporation by Reference of Trust Indenture Act.

Section 1.04. Rules of Construction.

(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;

(c) “or” is not exclusive;

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

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

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

ARTICLE 2. THE NOTES

Section 2.01. Form and Dating.

Section 2.02. Execution and Authentication.

Section 2.03. Registrar, Paying Agent and Conversion Agent.

Section 2.04. Paying Agent to Hold Money in Trust.

Section 2.05. Holder Lists.

Section 2.06. Transfer and Exchange.

(h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07. Replacement Notes.

Section 2.08. Outstanding Notes.

Section 2.09. Treasury Notes.

Section 2.10. Temporary Notes.

Section 2.11. Cancellation.

Section 2.12. Defaulted Interest.

Section 2.13. Legend; Additional Transfer and Exchange Requirements.

Section 2.14. CUSIP Numbers.

ARTICLE 3. REDEMPTION AND PREPAYMENT

Section 3.01. Redemption.

Section 3.02. Offer to Purchase by Application of Excess Proceeds.

(a) that the Excess Proceeds Offer is being made pursuant to this Section 3.02 and Section 5.10 hereof and the length of time the Excess Proceeds Offer shall remain open;

(b) the Offer Amount, the purchase price and the Purchase Date;

(c) that any Note not tendered or accepted for payment shall continue to accrue interest;

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the Purchase Date;

(e) that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

ARTICLE 4. CONVERSION

Section 4.01. Conversion Privilege.

right shall terminate at the close of business on the date such Default is cured and such Note is purchased).

(1) the written consent of Holders owning two-thirds in principal amount of the outstanding Notes (including any Additional Notes);

(c) Additional Automatic Conversion . Subject to the further provisions of this Article 4 and paragraph 9 in the terms of the Form of Note, each Note then outstanding shall automatically be converted into Conversion Securities at the Conversion Price then in effect if:

(d) The provisions of this Indenture that apply to the conversion of all of a Note also apply to the conversion of a portion of a Note.

(g) A Holder of Notes is not entitled to any rights of a holder of Class A Common Stock until such Holder has converted its Notes to Class A Common Stock, and only to the extent such Notes are deemed to have been converted into Class A Common Stock pursuant to this Article 4.

Section 4.02. Conversion Procedure .

Section 4.03. Intentionally Omitted.

Section 4.04. Taxes on Conversion.

Section 4.05. Company to Provide Stock .

Section 4.06. Adjustment of Conversion Price .

Section 4.07. No Adjustment .

Section 4.08. Adjustment for Tax Purposes .

Section 4.09. Notice of Conversion Price Adjustment .

Section 4.10. Notice of Certain Transactions .

Section 4.11. Effect of Reclassification , Consolidation, Merger or Sale on Conversion Privilege .

Section 4.12. Trustee’s Disclaimer .

ARTICLE 5. COVENANTS

Section 5.01. Payment of Notes.

Section 5.02. Maintenance of Office or Agency.

Section 5.03. Reports.

(b) For so long as any Notes remain outstanding, the Company and the Guarantors shall

(2) furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 5.04. Compliance Certificate.

ARTICLE 1.
DEFINITIONS AND INCORPORATION
BY REFERENCE

ARTICLE 2.
THE NOTES

ARTICLE 3.
REDEMPTION AND PREPAYMENT

ARTICLE 4.
CONVERSION

ARTICLE 5.
COVENANTS