Exhibit 10.11


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


 


THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2002, is
between ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED, a Delaware corporation
(the “Company”), and TELEDESIC LLC, a Delaware limited liability company (the “Holder”).


 


WHEREAS, Holder holds a warrant (the “Warrant”) to acquire up to
2,000,000 shares of Class A common stock, $.0001 par value, of the Company (the
“Class A Common Stock”) and an option (the “Option”) to acquire up to 4,666,666
shares of Class A Common Stock; and


 


WHEREAS, the Company wishes to grant Holder certain registration rights
with respect to the shares of Class A Common Stock acquired by Holder pursuant
to the Warrant and/or the Option, as provided further herein.


 


NOW THEREFORE, in consideration of the promises herein contained and
other good and valuable consideration, the parties hereto agree as follows:


 


1.         Definitions.


 


As used in this Agreement:


 


(i) the term “Act” means the Securities Act of 1933, as amended;


 


(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;
and


 


(vi) the term “Holder” means any of Holder or any Holder Affiliate that
holds Registrable Securities;


 


(vii) the term “Other Holders” means those parties listed on Schedule A
hereto and any Affiliate of such Holder;


 


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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 issued or issuable to Holder upon the exercise, in full or in part, of
the Warrant and/or the Option and (B) any capital stock of the Company issued
as a dividend or other distribution with respect to, or in exchange for or in
replacement of the shares of Class A Common Stock;


 


(x) the term “Registration Expenses” means all third-party expenses
incurred by the Company in compliance with Section 2 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company and the underwriters, if any, blue sky
fees and expenses and the third-party expenses of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by the
Company);


 


2.         Company Registration.


 


(a) Right to Register. Whenever Company proposes to register any
of its Common Stock under the Act (other than (i) a registration relating
solely to employee benefit plans, or (ii) a registration relating to a
transaction covered by Rule 145 under the 1933 Act or effected on Form S-4 or
any successor form, or (iii) a registration pursuant to a demand by one or more
Other Holders) and the registration form to be used may be used for the
registration of Registrable Securities (a “Piggyback Registration”), Company
will: (a) give prompt written notice thereof to Holder (which shall include a
list of the jurisdictions in which Company intends to attempt to qualify such
securities under the applicable blue sky or other state securities laws) and
(b) subject to Section 3 hereof, include in such registration and any related
qualification under blue sky laws or other compliance, and in any underwriting
involved therein, all Registrable Securities of Holder as specified in a
written request or requests made within twenty (20) days after receipt of such
written notice from Company.


 


(b) Priority on Registrations. Holder acknowledges and agrees
that its rights under this Section 2 shall, on a pro rata basis with all
other holders of Class A Common Stock included in the registration and subject
to the priority of any Common Stock to be registered by Company, be subject to
cutback provisions imposed by a managing underwriter. If, as a result of the
cutback provisions of the preceding sentence, Holder is not entitled to include
all of its requested Registrable Shares in such registration, then Holder may
elect to withdraw its request to include any or all of its Registrable Shares
in such registration.


 


(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 therefore, and pursuant thereto Company will as expeditiously as
possible:


 


(i)        Cause the registration
statement to be used for the Piggyback Registration to include Holder’s
Registrable Securities. If at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such Piggyback Registration,
Company shall determine for any reason to withdraw or delay effectiveness of
the registration statement, Company may, at its election, give written notice
of such determination to Holder and, (x) in the case of a determination to
withdraw the registration statement, Company shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration statement, and (y) in the case of a determination to delay
effectiveness, Company shall be permitted to delay effectiveness for any period
of the delay.


 


(ii)       Prepare and file with the
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than thirty (30) days
and comply with the provisions of the 1933 Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition thereof by Holder set forth
in such registration statement.


 


(iii)      Furnish to Holder such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by Holder.


 


(iv)      Use commercially reasonable
efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such United States jurisdictions as Holder may
reasonably request and do any and all other acts and things which may be reasonable
necessary or advisable to enable Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by Holder, provided that
Company will not be required to (a) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify for this
subparagraph, (b) subject itself to taxation in any such jurisdiction or (c)
consent to general service of process in any such jurisdiction.


 


(v)       Notify Holder, at any time
when a registration statement under the Act that registers any of Holder’s
Registrable Securities is effective, of the happening of any event as a result
of which the prospectus included in such registration statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of Holder, Company will
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities,


 


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such prospectus
shall not contain an untrue statement of a material fact or omit to state a
fact necessary to make the statements therein not misleading.


 


(vi)      Cause all such Registrable
Securities to be listed on such securities exchange or market on which the
Company’s Common Stock is then listed.


 


(vii)     Furnish, at Holder’s request,
on the date that such Registrable Securities are delivered to the underwriters
for sale in connection with a registration pursuant to this Agreement, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (A) an opinion, dated such
date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
Holder requesting registration and (B) a letter dated such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to Holder.


 


(e) Holder
agrees that, upon receipt of any notice from Company of the happening of any
event of the kind described in Section 2(d)(v), Holder will discontinue
disposition of its Registrable Securities pursuant to such registration
statement until Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.5(d)(v), or until Holder is advised in
writing by Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the prospectus, and, if so directed by Company, Holder will
deliver to Company (at Company’s expense) all copies, other than permanent file
copies then in Holder’s possession, of the prospectus covering such Registrable
Securities which are current at the time of the receipt of such notice.


 


(f) Expenses
of Company Registration. Company shall pay Registration Expenses. Holder
shall pay all fees and disbursements of its attorneys and accountants, as well
as all transfer taxes and brokerage and underwriters’ discounts and commissions
attributable to the Registrable Securities being sold by Holder.


 


(g) Indemnification.


 


(i)        Company agrees to
indemnify, to the extent permitted by law, Holder and its legal counsel,
against all losses, liabilities, claims, damages and expenses (“Losses”) caused
by any untrue or alleged untrue statement of material fact contained in any
registration statement in which Holder is participating, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are caused by or contained in any information furnished in writing to
Company or any underwriter by Holder expressly for use therein or results from
Holder’s failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto after Company has furnished Holder
with the number of copies of the same requested by Holder.


 


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(ii)       Holder will indemnify
Company, its directors and officers and each person who controls Company
(within the meaning of the Act) and any of such person’s agents or
representatives, against any Losses resulting from (i) any untrue or alleged
untrue statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by Holder expressly for use in
such registration statement, or (ii) Holder’s failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after Company has furnished Holder with the number of copies of the same
requested by Holder.


 


(iii)      The indemnification provided
for under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party (as defined herein)
or any officer, director, or controlling person of such Indemnified Party and
will survive the transfer of Registrable Securities. The Indemnifying Party
also agrees to make such provisions, as are reasonably requested by an Indemnified
Party, for contribution to such party in the event such Indemnifying Party’s
indemnification is unavailable for any reason.


 


(iv)      Each party entitled to
indemnification under this Section 2(g) (the “Indemnified Party”) shall
give notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such Indemnified Party has actual knowledge of any claim
as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom;
provided that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at the Indemnified Party’s
expense (unless the Indemnified Party shall have reasonably concluded that
there may be a conflict of interest between the Indemnifying Party and the
Indemnified Party in such action, in which case the fees and expenses of
counsel shall be at the expense of the Indemnifying Party), and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this Section
2(g) unless the Indemnifying Party is materially prejudiced thereby. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. The Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense
of such claim and litigation resulting therefrom.


 


(v)       If the indemnification
provided for in this Section 2(g) is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
Losses, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss,


 


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liability, claim,
damage or expense in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on
the other in connection with the statements or omissions which resulted in
Losses, as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


(vi)      Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with any
underwritten public offering contemplated by this Agreement are in conflict
with the foregoing provisions, the provisions in such underwriting agreement
shall be controlling.


 


3.         Information by Holder.  Holder
shall furnish to the Company such information regarding Holder and the
distribution of shares proposed by Holder as the Company may reasonably request
in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement.


 


4.         Rule 144 Reporting.


 


With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of restricted
securities to the public without registration, the Company agrees to:


 


(a)       make and keep public
information available as those terms are understood and defined in Rule 144 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 of
the Act (at any time from and after ninety (90) days following the effective
date of the first registration statement filed by the Company for an offering
of its securities to the general public), and of the Act and the Exchange Act
(at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed as Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing Holder to
sell any such securities without registration.


 


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5.         “Market Stand-off”
Agreement. Holder will agree, if requested by the Company or an underwriter
of capital stock or other securities of the Company, not to sell or otherwise
transfer or dispose of any capital stock or other securities of the Company
held by Holder, except in connection with a Piggyback Registration, during the
180 day period following any registration statement filed under the Act to
register capital stock or other securities of the Company. The Market Standoff
obligations set forth in this section shall not apply in the event that, during
such 180-day period, Holder adopts a plan of liquidation or other similar
distribution for all of the assets of Holder (excluding a cash reserve of not
more than $1 million and other assets of not more than $100,000 in value).


 


If requested by a managing underwriter of a registered offering, Holder
shall execute a separate agreement to the foregoing effect. The Company may
impose stop-transfer instructions with respect to the shares (or securities)
subject to the foregoing restriction until the end of such period.


 


6.         Termination. The
registration rights set forth in this Agreement shall not be available to
Holder or any Holder Affiliate if, in the opinion of counsel to the Company,
all of the Registrable Securities then owned by Holder or any Holder Affiliate
could be sold in any 90-day period pursuant to Rule 144 under the Act (without
giving effect to the provisions of Rule 144(k)). In addition, the registration
rights set forth in this Agreement shall terminate upon the transfer or
assignment of all of the Registrable Securities to any non-affiliated third party
other than a transfer to an Other Holder. Upon termination pursuant to this Section
6, the Company shall no longer be obligated to provide notice of a proposed
registration to Holder.


 


7.         Notices. All
communications provided for hereunder shall be sent by first-class mail or
facsimile and (a) if addressed to Holder, addressed to Holder at the address or
fax number set forth below Holder’s signature, or at such other address or fax
number as Holder shall have furnished to the Company in writing or (b) if
addressed to the Company, at the address or fax number set forth Company’s
signature, or at such other address or fax number, or to the attention of such
other officer, as the Company shall have furnished to Holder in writing.
Notices sent by first-class mail shall be deemed received three days after the
date of deposit of such notice in the United States mail. Notices sent by
facsimile shall be deemed received upon receipt by the notified party’s
facsimile machine.


 


8.         No Assignment.
This Agreement is personal to Holder and shall not be assignable, by operation
of law or otherwise to any third party other than a Holder Affiliate; provided
that Holder may transfer all or part of its rights under this Agreement to a
party to which it has assigned all or part of its rights under either the
Warrant pursuant to Section 11 of the Warrant or the Option pursuant to Section
1.11 of the Option.


 


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.


 


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10.       GOVERNMENT LAW. THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF WASHINGTON.


 


11.       No Inconsistent
Agreements. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities that conflicts with or
would limit the rights granted to Holder in this Agreement or otherwise
conflicts with the provisions hereof.


 


12.       Amendments and Waivers.
No provision of this Agreement may be amended or waived except by an instrument
in writing signed by the party sought to be bound.


 


13.       Counterparts. This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.


 


14.       Term. This Agreement
and the rights granted hereunder shall expire on the fifth anniversary of the
date set forth in the preamble to this Agreement.


 


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IN WITNESS
WHEREOF, the parties have caused this agreement to be executed and delivered as
of the date first above written.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
  TELEDESIC LLC 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis James

  
	
   

  	
  Name:

  	
  Dennis James

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  3740 Carillon Point 

  
	
   

  	
   

  	
  Kirkland, Washington
  98033 

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
  Fax: (425) 602-6470

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ICO GLOBAL
  COMMUNICATIONS 

  
	
   

  	
  (HOLDINGS) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Jorgens

  
	
   

  	
  Name:

  	
  Craig Jorgens

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  4 Orinda Way 

  
	
   

  	
   

  	
  Suite B240 

  
	
   

  	
   

  	
  Orinda, CA 94563 

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
  Fax:

  	
   

  
									



 


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SCHEDULE A


 


OTHER HOLDERS’ ADDRESSES FOR NOTICES


 


The signatories to
that certain Registration Rights Agreement dated May 15, 2000 between ICO,
Eagle River Investments, L.L.C. and certain other persons identified therein.


 


Eagle River
Investments, L.L.C.


2300 Carillon
Point 


Kirkland, WA 98033



Fax: (425)
828-8061


 


CDR-Satco, LLC


c/o Clayton,
Dubilier & Rice, Inc.,


375 Park Avenue


New York, NY 10152


Fax: 212-893-7050


 


Cascade
Investment, LLC


2365 Carillon
Point 


Kirkland, WA 98033



Fax: (425)
889-0288


 


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