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


 


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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.


 


“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 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”
)).


 


“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:


 


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(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));


 


(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 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.


 


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)       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;


 


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(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;


 


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(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.


 


(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.


 


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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
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


 


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(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.


 


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


 


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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.


 


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.


 


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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

  
					






 


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