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;


 


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(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.


 


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(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.


 


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(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.


 


(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


 


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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


 


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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 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


 


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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.


 


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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.


 


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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.


 


	
   

  	
  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

  
								



 


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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


 


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