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


 


2

















 


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


 


1

















 


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.


 


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 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:


 


2

















 


	
   

  	
  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.


 


3

















 


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.


 


4

















 


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 TM or any comparable system or (3) if the ICO
Common Shares are not listed or admitted to trading on The Nasdaq Stock Market
TM 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.


 


5

















 


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.


 


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 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


 


6

















 


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)).


 


11.2                         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:


 


7

















 


	
  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
  3rd 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.


 


(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.


 


8

















 


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 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

  



 


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