Unassociated Document


    Exhibit
      10.1

    


    AMENDMENT
      NO. 1 TO

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Amendment No. 1 (“Amendment”) to that certain Registration Rights Agreement,
      dated as of December 12, 2002 (“Agreement”), by and between ICO Global
      Communications (Holdings) Limited (“Company”) and Eagle River Investments, LLC
      (subsequently assigned to Eagle River Satellite Holdings, LLC) (“Holder”) is
      made as of the 11th day of December, 2007 (“Effective Date”)
      (Company and Holder, each a “Party” and collectively, the “Parties”).
      Capitalized terms used herein without definition shall have the meanings given
      to such terms in the Agreement. 

     

    WHEREAS,
      the
      Agreement grants Holder the right to demand registration of 3,000,000 shares
      of
      the Company’s Class A Common Stock that Holder has the right to acquire pursuant
      to a Warrant Agreement, also dated as of December 12, 2002 (“Registration
      Rights”).

     

    WHEREAS,
      the
      Agreement expires December 12, 2007 (“Initial Expiration Date”).

     

    WHEREAS,
      Holder
      has agreed to refrain from exercising its Registration Rights before the Initial
      Expiration Date if the Company agrees to extend the term of the Agreement.
      

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises and covenants set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties hereby agree as follows:

     

    
      	 	
              1.

            	
              Amendment
                to Section 14 Term. Section
                14 of the Agreement is hereby amended and restated in its entirety
                to read
                as follows:

            


    

     

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

     

    
      	 	
              2.

            	
              New
                Section 15. Section
                15 of the Agreement is hereby added to read as
                follows:

            


    

     

    “15.
      Waiver
      of Certain Registration Rights.
      Holder
      agrees not to exercise its rights under Section 2 of the Agreement before the
      Initial Expiration Date.” 

    


    
      	 	
              3.

            	
              Counterparts.
                This Amendment may be executed in two or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument. Delivery of an originally executed signature
                page or pages hereto, a counterpart signature page, or a photocopy
                or
                electronically scanned copy thereof transmitted by telephone facsimile
                transmission or electronic mail shall be as effective as delivery
                of a
                manually signed counterpart of this Amendment.


            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.

            	
              Continuing
                Effect.
                With the exception of this Amendment, the remaining provisions of
                the
                Agreement remain unchanged.

            


    

    


    *
      * *
      *

    


    IN
      WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
      Date.

     

    


    
      	ICO Global
              Communications (Holdings) Limited	 	Eagle River
              Satellite
              Holdings, LLC
	 	 	 
	
              /s/
                Michael P. Corkery

            	 	
              /s/
                Brian Marcinek

            
	
              Name:
                Michael P. Corkery

            	 	
              Name:
                Brian Marcinek

            
	
              Title:
                Executive Vice President, 

            	 	
              Title:
                Vice President

            
	
              Chief
                Financial Officer