REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Delaware
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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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”).
ASSIGNMENT OF WARRANTSAssignment of Warrants • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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”).
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
This Restricted Stock Grant Agreement (this “Agreement”) is entered into by and between ICO Global Communications (Holdings) Limited (“Company”), and (“Recipient”), effective , 200 .
SPACE SEGMENT CONTRACT Between ICO Satellite Management LLC And Space Systems/Loral, Inc.ICO Global Communications (Holdings) LTD • May 15th, 2006 • California
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
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,Collateral Trust Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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.
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITEDStock Option Letter Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD
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.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Virginia
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”).
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITEDStock Incentive Plan Stock Option Letter Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD
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.
ICO Global Communications (Holdings) Limited 11700 Plaza America Drive, Suite 1010 Reston, Virginia 20190ICO Global Communications (Holdings) LTD • May 15th, 2006
ADVISORY SERVICES AGREEMENT between ICO Global Communications (Holdings) Limited and EAGLE RIVER, INC Dated as of November 11, 2005Advisory Services Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
Dear Bob This letter constitutes your employment agreement with ICO Global Communications Services Inc (“Employer”).ICO Global Communications (Holdings) LTD • May 15th, 2006
PLEDGE AGREEMENTPledge Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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”).
LAUNCH SERVICES CONTRACT BETWEEN ICO SATELLITE SERVICES GP AND LOCKHEED MARTIN COMMERCIAL LAUNCH SERVICES, INC.Launch Services Contract • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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”).
STOCK OPTION AGREEMENT UNDER THE ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN (Nonqualified Stock Option – California Optionees)Stock Option Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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:
SERVICES AGREEMENT AMENDMENT 4Services Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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.
WARRANT AGREEMENTWarrant Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Delaware
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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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”).
STOCK OPTION AGREEMENT UNDER THE ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITEDStock Option Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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.”
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • New York
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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2006 • ICO Global Communications (Holdings) LTD • Washington
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”).
