Exhibit 10.42  EXECUTION COPY  AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT  dated as of April 7, 2008,  among  ICO
NORTH AMERICA, INC.,
as Borrower,  and  THE SUBSIDIARY GUARANTORS PARTY HERETO,
as Subsidiary Guarantors,  THE LENDERS PARTY HERETO  and  JEFFERIES FINANCE LLC
as Arranger, Book Manager, Documentation Agent and 
Administrative Agent  and  JEFFERIES FINANCE LLC
as Syndication Agent  and  THE BANK OF NEW YORK, 
as Collateral Agent


TABLE OF CONTENTS  ARTICLE I DEFINITIONS
  2Section 1.01
  Defined
  Terms
  2Section 1.02
  [Reserved.]
  25Section 1.03
  Terms
  Generally
  25Section 1.04
  Accounting
  Terms; GAAP
  26Section 1.05
  [Reserved.]
  26Section 1.06
  Rounding
  26Section 1.07
  Resolution
  of Drafting Ambiguities
  26ARTICLE II THE CREDITS
  27Section 2.01
  Commitments
  27Section 2.02
  Loans
  27Section 2.03
  Borrowing
  Procedure
  28Section 2.04
  Evidence of
  Debt; Repayment of Loans
  28Section 2.05
  Fees
  29Section 2.06
  Interest on
  Loans
  29Section 2.07
  Termination
  and Reduction of Commitments
  30Section 2.08
  [Reserved.]
  30Section 2.09
  [Reserved.]
  30Section 2.10
  Optional and
  Mandatory Prepayments of Loans
  30Section 2.11
  [Reserved.]
  33Section 2.12
  Increased
  Costs; Change in Legality
  33Section 2.13
  [Reserved.]
  33Section 2.14
  Payments
  Generally; Pro Rata Treatment; Sharing of Setoffs
  33Section 2.15
  Taxes
  35Section 2.16
  Mitigation
  Obligations; Replacement of Lenders
  36ARTICLE III REPRESENTATIONS AND WARRANTIES
  38Section 3.01
  Organization;
  Powers
  39Section 3.02
  Authorization;
  Enforceability
  39Section 3.03
  No
  Conflicts; No Default
  39Section 3.04
  Financial
  Statements
  39Section 3.05
  Properties
  40Section 3.06
  Intellectual
  Property
  41Section 3.07
  Equity
  Interests and Subsidiaries
  42Section 3.08
  Litigation;
  Compliance with Legal Requirements
  42Section 3.09
  Agreements
  42Section 3.10
  Federal
  Reserve Regulations
  43Section 3.11
  Investment
  Company Act, etc.
  43Section 3.12
  Use of
  Proceeds
  44Section 3.13
  Taxes
  44Section 3.14
  No Material
  Misstatements
  44Section 3.15
  Labor
  Matters
  44Section 3.16
  Solvency
  45Section 3.17
  Employee
  Benefit Plans
  45  i


Section 3.18
  Environmental
  Matters
  46Section 3.19
  Insurance
  47Section 3.20
  Collateral
  Documents
  47Section 3.21
  [Reserved.]
  48Section 3.22
  Anti-Terrorism
  Law; Foreign Corrupt Practices Act
  49Section 3.23
  Subordination
  of Convertible Senior Secured Notes, etc.
  49Section 3.24
  Representations
  and Warranties Under Convertible Senior Secured Note Documents
  50Section 3.25
  Representations and Warranties Under Debt Financing Letters
  50Section 3.26
  Collateral
  Trust Agreement and Convertible Senior Secured Note Documents
  50Section 3.27
  Loan
  Agreement Under the Collateral Trust Agreement
  50Section 3.28
  [Reserved.]
  50Section 3.29
  Communications
  Licenses
  50Section 3.30
  Auction Rate
  Securities
  51Section 3.31
  MSS/ATC FCC
  License Applications
  52ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS
  52Section 4.01
  Conditions
  to Initial Credit Extension
  52Section 4.02
  Conditions
  to All Credit Extensions
  56ARTICLE V AFFIRMATIVE COVENANTS
  57Section 5.01
  Financial
  Statements, Reports, etc.
  57Section 5.02
  Litigation
  and Other Notices
  59Section 5.03
  Existence;
  Businesses and Properties
  60Section 5.04
  Insurance
  61Section 5.05
  Obligations
  and Taxes
  62Section 5.06
  Employee
  Benefits
  62Section 5.07
  Maintaining
  Records; Access to Properties and Inspections; Annual Meetings
  63Section 5.08
  Use of
  Proceeds
  63Section 5.09
  Compliance
  with Environmental Laws; Environmental Reports
  63Section 5.10
  [Reserved.]
  65Section 5.11
  Additional
  Collateral; Additional Subsidiary Guarantors
  65Section 5.12
  Security
  Interests; Further Assurances
  66Section 5.13
  Information
  Regarding Collateral
  67Section 5.14
  Maintenance
  of Corporate Separateness
  67Section 5.15
  [Reserved.]
  67Section 5.16
  License
  Subsidiaries
  67Section 5.17
  Compliance
  with Debt Financing Letters
  67Section 5.18
  Cooperation
  68Section 5.19
  Post-Closing
  Matters
  68ARTICLE VI NEGATIVE COVENANTS
  68Section 6.01
  Indebtedness
  68Section 6.02
  Liens
  70Section 6.03
  Sale and
  Leaseback Transactions
  71Section 6.04
  Investments,
  Loans and Advances
  72Section 6.05
  Mergers and
  Consolidations
  73Section 6.06
  Asset Sales
  73  ii


Section 6.07
  Acquisitions
  74Section 6.08
  Dividends
  75Section 6.09
  Transactions
  with Affiliates
  75Section 6.10
  Minimum
  Liquidity
  75Section 6.11
  Prepayments
  of Other Indebtedness; Modifications of Organizational Documents, Acquisition
  and Certain Other Documents, etc.
  75Section 6.12
  Limitation
  on Certain Restrictions on Subsidiaries
  76Section 6.13
  Limitation
  on Issuance of Capital Stock
  76Section 6.14
  Limitation
  on Creation of Subsidiaries
  77Section 6.15
  Business
  77Section 6.16
  Limitation
  on Accounting Changes
  77Section 6.17
  Fiscal
  Periods
  77Section 6.18
  [Reserved.]
  77Section 6.19
  No Further
  Negative Pledge
  77Section 6.20
  Anti-Terrorism
  Law; Anti-Money Laundering
  77Section 6.21
  Embargoed Person
  78Section 6.22
  No Other
  Series of First Priority Lien Debt
  78ARTICLE VII GUARANTEE
  78Section 7.01
  The
  Guarantee
  78Section 7.02
  Obligations
  Unconditional
  78Section 7.03
  Reinstatement
  80Section 7.04
  Subrogation;
  Subordination
  80Section 7.05
  Remedies
  80Section 7.06
  Instrument
  for the Payment of Money
  80Section 7.07
  Continuing
  Guarantee
  80Section 7.08
  General
  Limitation on Guarantee Obligations
  80Section 7.09
  Release of
  Subsidiary Guarantors
  80Section 7.10
  Right of
  Contribution
  81Section 7.11
  Holdings Not
  a Guarantor
  81ARTICLE VIII EVENTS OF DEFAULT
  81Section 8.01
  Events of
  Default
  81Section 8.02
  Rescission
  84ARTICLE IX APPLICATION OF COLLATERAL PROCEEDS
  85Section 9.01
  Collateral
  Documents
  85Section 9.02
  Application
  of Proceeds
  85ARTICLE X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
  86Section 10.01
  Appointment
  86Section 10.02
  Agent in Its
  Individual Capacity
  87Section 10.03
  Exculpatory
  Provisions
  87Section 10.04
  Reliance by
  Agent
  87Section 10.05
  Delegation
  of Duties
  88Section 10.06
  Successor
  Agent
  88Section 10.07
  Non-Reliance
  on Agent and Other Lenders
  88  iii


Section 10.08
  Name Agents
  89Section 10.09
  Indemnification
  89Section 10.10
  Concerning
  the Collateral Agent
  89Section 10.11
  Force
  Majeure
  89ARTICLE XI MISCELLANEOUS
  90Section 11.01
  Notices
  90Section 11.02
  Waivers;
  Amendment
  91Section 11.03
  Expenses;
  Indemnity; Damage Waiver
  93Section 11.04
  Successors
  and Assigns
  95Section 11.05
  Survival of
  Agreement
  99Section 11.06
  Counterparts;
  Integration; Effectiveness
  99Section 11.07
  Severability
  99Section 11.08
  Right of
  Setoff
  99Section 11.09
  Governing
  Law; Jurisdiction; Consent to Service of Process
  100Section 11.10
  Waiver of
  Jury Trial
  100Section 11.11
  Headings; No
  Adverse Interpretation of Other Agreements
  101Section 11.12
  Confidentiality
  101Section 11.13
  Interest
  Rate Limitation
  101Section 11.14
  Assignment
  and Acceptance
  102Section 11.15
  Obligations
  Absolute
  102Section 11.16
  Waiver of
  Defenses; Absence of Fiduciary Duties
  102Section 11.17
  USA Patriot
  Act
  102Section 11.18
  Judgment
  Currency
  102Section 11.19
  Collateral
  Trust Agreement Matters
  103Section 11.20
  Limitation
  on Loans
  104Section 11.21
  LEGEND
  104  ANNEXESAnnex I
  Initial Lenders and
  CommitmentsSCHEDULESSchedule 1.01(a)
  Material IndebtednessSchedule 1.01(b)
  Subsidiary GuarantorsSchedule 1.01(c)
  PledgorsSchedule 1.01(d)
  Auction Rate SecuritiesSchedule 3.05(b)
  PropertiesSchedule 3.06(b)
  Patents; RegistrationsSchedule 3.07(a)
  Equity Interests and
  SubsidiariesSchedule 3.07(c)
  Corporate Organizational
  ChartSchedule 3.09(c)
  Material AgreementsSchedule 3.19
  InsuranceSchedule 3.20(c)
  Filing OfficesSchedule 3.26
  Amendments to Collateral
  Trust Agreement and Convertible Senior Secured Note Document AmendmentsSchedule 3.29
  Communications LicensesSchedule 3.31
  MSS/ATC FCC License
  Applications  iv


Schedule 4.01(g)
  Local and Foreign CounselSchedule 6.01(b)
  Existing IndebtednessSchedule 6.02(c)
  Existing LiensSchedule 6.04(a)
  Existing InvestmentsEXHIBITSExhibit A
  Form of Assignment and AcceptanceExhibit B
  Form of Borrowing
  RequestExhibit C
  Form of Compliance
  CertificateExhibit D
  Form of NoteExhibit E
  Form of Landlord
  Access AgreementExhibit F
  [Reserved.]Exhibit G
  Form of Perfection
  CertificateExhibit H
  Form of Non-Bank
  CertificateExhibit I
  Form of Solvency
  CertificateExhibit J
  Form of
  Acknowledgment to the Collateral Agent from BankExhibit K
  Notice to Bank in Respect
  of a Charged Bank Account  v


AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT  This AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (Agreement)
is entered into as of April 7, 2008, among ICO NORTH
AMERICA, INC., a Delaware corporation (Borrower), the Subsidiary
Guarantors (such term and each other capitalized term used but not defined
herein having the meaning given to it in Article I), the Lenders,
Jefferies Finance LLC, as lead arranger (in such capacity, the Arranger), as book manager (in such
capacity, the Book Manager), as
documentation agent for the Lenders (in such capacity, the Documentation Agent), and as
administrative agent for the Lenders (in such capacity, the Administrative Agent), Jefferies Finance
LLC, as syndication agent (in such capacity, the Syndication Agent), and The Bank of New York, as collateral
agent for the Secured Parties pursuant to the Collateral Trust Agreement (as
defined below) (in such capacity, the Collateral Agent).  WITNESSETH:  A.In August 2005,
Borrower issued $650,000,000 in original aggregate principal amount of
Convertible Senior Secured Notes (as defined herein).  B.In order to secure the Convertible Senior
Secured Notes, Borrower, Holdings and the Subsidiary Guarantors granted a
security interest in the Pledged Collateral (as defined in the Collateral Trust
Agreement) and entered into a number of security agreements, pledge agreements
and other similar agreements.  It was
anticipated at the time of execution and delivery of the Convertible Indenture
and the issuance of the Convertible Senior Secured Notes, that Borrower may
from time to time incur additional indebtedness or obligations that be secured
by security interests in and Liens on the Pledged Collateral, and therefore,
for convenience, Borrower, Holdings, the Subsidiary Guarantors and The Bank of
New York, as trustee (in such capacity, the Trustee),
entered into that certain Collateral Trust Agreement dated as of August 15,
2005 (the Collateral Trust Agreement)
pursuant to which, among other things, The Bank of New York was appointed
collateral agent for the benefit of the holders of the Convertible Senior
Secured Notes and for holders of additional, future indebtedness of Borrower.  C.Borrower has previously
entered into that certain Credit Agreement, dated as of March 27, 2008,
among Borrower, the Subsidiary Guarantors party thereto, the lenders party
thereto, Jefferies Finance LLC, as syndication agent, and Jefferies Finance
LLC, as lead arranger, documentation agent, book manager, and administrative
agent, and The Bank of New York, as collateral agent for the secured parties
thereunder (as amended, supplemented or otherwise modified from time to time,
the Existing Credit Agreement);  D.It is the
intent of the parties hereto that this Agreement (i) not constitute a
novation of the obligations and liabilities existing under the Existing Credit
Agreement, and (ii) amend and restate the Existing Credit Agreement;  E.Borrower has
requested that the Lenders amend and restate the Existing Credit Agreement;  F.The Collateral
Trust Agreement contemplated that Borrower would enter into a Loan Agreement
in order to borrow up to $40,000,000 in an aggregate principal amount of
working capital loans pursuant to a loan agreement to be entered among
Borrower, one or more Subsidiary Guarantors and one or more lenders, and that
the obligations under such Loan Agreement would be secured by the grant to
the Collateral Agent for the benefit of the lenders under such Loan Agreement
of a first priority lien on the


Pledged Collateral pursuant to the Collateral Documents that will rank
prior to the lien on the Pledged Collateral securing the Convertible Senior
Secured Notes pursuant to, and subject to the terms and conditions set forth
in, the Collateral Trust Agreement.  G.This Agreement is the Loan Agreement
referred to in the Collateral Trust Agreement and the Working Capital Facility
referred to in the Convertible Indenture, and the Obligations hereunder
(including the Guaranteed Obligations) constitute First Priority Lien
Obligations (as defined in the Collateral Trust Agreement) secured on a first
priority basis by the Pledged Collateral pursuant to the Collateral Documents.  H.Borrower has requested that the Lenders
provide a Revolving Credit Facility, and the Lenders have indicated their
willingness to lend on the terms and conditions set forth herein.  NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and in
the other Loan Documents, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:  ARTICLE I DEFINITIONS  Section 1.01Defined Terms.  As used in this Agreement, the following
terms shall have the meanings specified below:  Acknowledgment
to the Collateral Agent from Bank shall have the meaning assigned
to such term in Section 5.19(b).  Administrative Agent shall have the meaning assigned to such
term in the preamble hereto and includes each other person appointed as the
successor administrative agent pursuant to Article X.  Administrative Agent Fees shall have the meaning assigned to
such term in Section 2.05(b).  Administrative Questionnaire shall mean an Administrative
Questionnaire in the form supplied from time to time by the Administrative
Agent.  Advisors shall mean legal counsel (including local, foreign
and in-house counsel), auditors, accountants, consultants, appraisers,
engineers or other advisors.  Affiliate shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the person specified; provided, however,
that, for purposes of this Agreement, the term Affiliate shall also include (i) any
person that directly or indirectly owns more than 10% of any class of Equity
Interests of the person specified or (ii) any person that is an officer or
director of the person specified.  Agents shall mean the Arranger, the Documentation Agent, the
Syndication Agent, the Administrative Agent, the Collateral Agent and the Book
Manager; and Agent shall mean
any of them.  Agreement shall have the meaning assigned to such term in the
preamble hereto.  Anti-Terrorism Laws shall have the meaning assigned to such
term in Section 3.22.  Approved Fund shall mean any person (other than a natural
person) or account that is (or will be) engaged in making, purchasing, holding
or investing in bank and other commercial loans and similar  2


extensions of credit in the ordinary course
of its business and that is administered, advised or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers, advises or manages a Lender.  Arranger shall have the meaning assigned to such term in the
preamble hereto.  ARS
Conversion shall mean any conversion or liquidation of Auction Rate
Securities to cash or cash equivalents.  Asset Sale shall mean (a) any disposition of any
property, by any Company and (b) any issuance or sale of any Equity
Interests of any Subsidiary of Borrower, in each case, to any person other than
any Company.  Notwithstanding the
foregoing, (i) no disposition of assets permitted by, or expressly
referred to in, Section 6.04(b), 6.06(a), 6.06(g), 6.06(h) or
6.06(i) shall constitute an Asset Sale, and (ii) solely for
purposes of clause (a) above, no disposition of assets (or series of
related dispositions of assets) with respect to which the Companies
individually or in the aggregate receive Net Cash Proceeds of less than $25,000
per asset sale and less than $100,000 in any period of 12 consecutive months
shall constitute an Asset Sale.  Assignment and Acceptance shall mean an assignment and
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required pursuant to Section 11.04(b)), and
accepted by the Administrative Agent, substantially in the form of Exhibit A,
or such other form as shall be approved by the Administrative Agent.  Auction Rate
Securities or ARS shall mean
auction rate securities for which the interest rate is reset through a Dutch
auction or other competitive bidding process, which securities are listed on Schedule
1.01(d) for each Company.  Board shall mean the Board of Governors of the Federal
Reserve System of the United States.  Board of Directors shall mean, with respect to any person, (i) in
the case of any corporation, the board of directors of such person, (ii) in
the case of any limited liability company, the board of managers or board of
directors, as applicable, of such person, or if such limited liability company
does not have a board or managers or board of directors, the functional
equivalent of the foregoing, (iii) in the case of any partnership, the
board of directors or board of managers, as applicable, of the general partner
of such person and (iv) in any other case, the functional equivalent of
the foregoing.  Book Manager
shall have the meaning assigned to such term in the preamble hereto.  Borrower
shall have the meaning assigned to such term in the preamble hereto.  Borrowing Request shall mean a request by Borrower in
accordance with the terms of Section 2.03 and substantially in the
form ofExhibit B, or such other form as shall be approved by the
Administrative Agent.  Business Day shall mean any day other than a Saturday, Sunday
or other day on which banks in New York City are authorized or required by law
to close.  Capital Lease shall mean, with respect to any person, any
lease of, or other arrangement conveying the right to use, any property by such
person as lessee that has been or should be accounted for as a capital lease on
a balance sheet of such person prepared in accordance with GAAP.  3


Capital Lease Obligations of any person shall mean the
obligations of such person to pay rent or other amounts under any Capital
Lease, any lease entered into as part of any Sale and Leaseback Transaction or
any Synthetic Lease, or a combination thereof, which obligations are (or would
be, if such Synthetic Lease or other lease were accounted for as a Capital
Lease) required to be accounted for as Capital Leases on a balance sheet of
such person prepared in accordance with GAAP, and the amount of such
obligations shall be the capitalized amount thereof (or the amount that would
be capitalized, if such Synthetic Lease or other lease were accounted for as a
Capital Lease) determined in accordance with GAAP.  Cash Equivalents means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided,that the full faith and credit of the United
States is pledged in support of those securities) having maturities of not more
than 90 days from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of 90 days or less from the date
of acquisition, bankers acceptances with maturities not exceeding 90 days and
overnight bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $500,000,000 and a Thompson Bank Watch Rating
of A, (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications
specified in clause (iii) above, (v) commercial paper having the
highest rating obtainable from either Moodys or Standard & Poors, in
each case, maturing within 90 days after the date of acquisition, (vi) AAA-rated
taxable securities having maturities of not more than 90 days including
variable rate demand notes (for securities where the interest rate resets via a
put mechanism, the put date will be used to determine the maturity date), (vii) U.S.
corporate bonds or notes with maturities of not more than 90 days and having a
minimum long-term credit rating equal to the highest rating given to such bonds
or notes by each of Moodys Investors Service Inc. and Standard & Poors
Rating Service, and (viii) money market funds at least 95% of the assets
of which constitute Cash Equivalents of the kinds described in clauses (i) through
(vii) of this definition; provided that
under no circumstances shall Auction Rate Securities constitute Cash
Equivalents.  Casualty Event shall mean any loss of title (other than
through a consensual sale or other consensual disposition of such property in
accordance with this Agreement) or any loss of or damage to or any destruction
of, or any condemnation or other taking by any Governmental Authority of, any
property of any Company.  Casualty Event
shall include any taking of all or any part of any Real Property of any person
or any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any Legal Requirement, or by reason of the temporary requisition of
the use or occupancy of all or any part of any Real Property of any person or
any part thereof by any Governmental Authority, or any settlement in lieu
thereof.  CERCLA shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.  A Change in Control shall mean the occurrence
of any of the following:  (a)Holdings at any time ceases
to own directly at least 99.8% (the Existing Ownership
Percentage) (provided that,
the Existing Ownership Percentage may be reduced, but not below a majority,
solely resulting from one or more issuances of Equity Interests permitted under
Sections 6.13(iii) or (v)) of the Equity Interests of
Borrower or ceases to have the power to vote, or direct the voting of, any such
Equity Interests; provided that the Existing
Ownership Percentage may be reduced bythe lesser of (x) 5% of
the Equity Interests of Borrower and (y) such amount of the Equity
Interests of Borrower that would result in Holdings (assuming a full conversion
by the holders of Convertible Senior Notes to common Equity Interests of  4


Borrower
in accordance with the Convertible Indenture) maintaining at least a majority
of the Equity Interests of Borrower, (ii) the Net Cash Proceeds of such
disposition or dispositions pursuant to subclause (x) above shall be
applied in accordance with Section 2.10(d), to the extent
applicable; and (iii) notwithstanding anything to the contrary herein,
there is an automatic and immediate dollar-for-dollar reduction in the
Commitments pursuant to Section 2.07 equal to the amount of such
Net Cash Proceeds, if any, that are required to be applied in accordance with Section 2.10(d) pursuant
to the preceding clause (ii);  (b)prior to an IPO, (i) the
Permitted Holders cease to own, or to have the power to vote or direct the
voting of, Voting Stock of Borrower representing a majority of the voting power
of the total outstanding Voting Stock of Borrower or (ii) the Permitted
Holders cease to own Equity Interests representing a majority of the total
economic interests of the Equity Interests of Borrower;  (c)following an IPO, (i) the
Permitted Holders shall fail to own, or to have the power to vote or direct the
voting of, Voting Stock of Borrower representing more than 35% of the voting
power of the total outstanding Voting Stock of Borrower, (ii) the
Permitted Holders cease to own Equity Interests representing more than 40% of
the total economic interests of the Equity Interests of Borrower or (iii) the
Permitted Holders cease to own at least a majority of the voting power or
economic interest of Borrower and any person or group (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act, but
excluding any employee benefit plan of such person or group or its respective
subsidiaries, and any person acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan), other than one or more Permitted
Holders, is or becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that for purposes of this clause such
person or group shall be deemed to have beneficial ownership of all
securities that such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time (such right,
an option right)), directly or
indirectly, of Voting Stock of Borrower representing more than 25% of the
voting power of the total outstanding Voting Stock of Borrower (and taking into
account all such securities that such person or group has the right to acquire
(whether pursuant to an option right or otherwise));  (d)during any period of 12
consecutive months, a majority of the members of the Board of Directors of
Borrower cease to be composed of any combination of the following individuals (i) individuals
who were members of that Board of Directors at the commencement of such period,
(ii) individuals whose election or nomination to that Board of Directors
was approved by individuals referred to in preceding clause (i) constituting
at the time of such election or nomination at least a majority of that Board of
Directors and (iii) individuals whose election or nomination to that Board
of Directors was approved by individuals referred to in preceding clauses (i) and
(ii) constituting at the time of such election or nomination at least a
majority of that Board of Directors (excluding, in the case of both preceding
clauses (i) and (ii), any individual whose initial nomination for, or
assumption of office as, a member of that Board of Directors occurs as a result
of an actual (or threatened in writing) solicitation of proxies or consents for
the election or removal of one or more directors by any person or group other
than a solicitation for the election of one or more directors by or on behalf
of the Board of Directors);  (e)any person or two or more
persons (other than Permitted Holders) acting in concert shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their acquisition of the
power to exercise, directly or indirectly, Control over the management or
policies of Borrower;  5


(f)the Borrower shall cease to
have beneficial ownership ( as defined in Rule 13d-3 under the Exchange
Act) of 100% of the aggregate voting power of the Equity Interests of each
then-existing Subsidiary Guarantor, free and clear of all Liens (other than any
Permitted Collateral Liens and Liens permitted to be granted to the holders of
Convertible Senior Secured Notes pursuant to the Collateral Documents); or  (g)at any time a change of
control occurs under the Convertible Senior Secured Note Documents, as in
effect on the Closing Date.  Change in Law shall mean (a) the adoption or implementation
of, or taking effect of, any law, treaty, order, rule or regulation after
the date of this Agreement, (b) any change in any law, treaty, order, rule or
regulation or any policy, guidelines or directive of, or any change in, the
interpretation, administration or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender
(or, for purposes of Section 2.12(b), by any lending office of such
Lender or by such Lenders holding company, if any) with any policy, request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.  Charges shall have the meaning assigned to such term in Section 11.13.  Claims shall have the meaning assigned to such term in Section 11.03(b).  Closing Date shall mean the date of the initial Credit
Extension hereunder.  Code shall mean the Internal Revenue Code of 1986.  Collateral Agent shall have the meaning assigned to such term
in the preamble hereto.  Collateral
Documents shall mean the Collateral Trust Agreement, each
Collateral Trust Joinder, and the other agreements, documents, or instruments,
including any UCC or other financing statements, and any amendments or
supplements thereto, creating, perfecting, or evidencing, or purporting to
create, perfect or evidence, any Liens securing Obligations under this
Agreement, any Mortgage (if any), or any deposit account control agreement,
securities account control agreement, or commodity account control agreement.  Collateral Trust Agreement shall have the meaning assigned to
such term in the recitals hereto.  Collateral
Trust Joinder shall mean a collateral trust joinder substantially
in the form of Exhibit A attached to the Collateral Trust Agreement.  Commitment shall mean, with respect to each Lender, the
commitment of such Lender to make Loans hereunder up to the amount set forth on
Annex I or on Schedule 1 to the Assignment and Acceptance
pursuant to which such Lender assumed its Commitment, as applicable, as the
same may be reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 11.04.  The aggregate principal amount of the Lenders
Commitments on the Closing Date is $40.0 million.  Commitment Fee shall have the meaning assigned to such term
in Section 2.05(a).  Communications shall have the meaning assigned to such term
in Section 11.01(d).  6


Communications
Act shall mean the Communications Act of 1934 (47 U.S.C. 151, et
seq.).  Communications
Licenses shall mean (a) the licenses, permits, authorizations
or certificates to construct, own, operate or promote the telecommunications
business of Borrower and its Subsidiaries (including, without limitation, the
launch and operation of satellites and satellite Earth Stations) as granted by
the FCC, or other applicable Governmental Authority and all extensions,
additions and renewals thereto or thereof, and (b) the licenses, permits,
authorizations or certificates which are necessary to construct, own, operate,
maintain or promote the telecommunications business of Borrower and its
Subsidiaries (including, without limitation, the launch and operation of
satellites) as granted by administrative law courts or any other Governmental
Authority, and all extensions, additions, reports and renewals thereto and
thereof.  Companies shall mean Borrower and its Subsidiaries; and Company shall mean any one of them.  Composite
Debenture shall mean that certain Composite Debenture, dated August 15,
2005, by and between ICO Services Limited and ICO Satellite Services Limited,
as chargors, and The Bank of New York, as collateral agent.  Confidentiality
Restrictions shall have the meaning assigned to such term in Section 3.09(c).  Compliance Certificate shall mean a certificate of a
Financial Officer of Borrower substantially in the form of Exhibit C.  Contingent Obligation shall mean, as to any person, any
obligation, agreement, understanding or arrangement of such person guaranteeing
or intended to guarantee any Indebtedness, leases, dividends or other
obligations (primary obligations)
of any other person (the primary obligor)
in any manner, whether directly or indirectly, including any obligation,
agreement, understanding or arrangement of such person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth, net equity, liquidity,
level of income, cash flow or solvency of the primary obligor, (c) to
purchase or lease property, securities or services primarily for the purpose of
assuring the primary obligor of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, (d) with
respect to bankers acceptances, letters of credit and similar credit
arrangements, until a reimbursement or equivalent obligation arises (which
reimbursement obligation shall constitute a primary obligation), or (e) otherwise
to assure or hold harmless the primary obligor of any such primary obligation
against loss (in whole or in part) in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business or any
product warranties given in the ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation, or portion thereof, in respect of which such Contingent Obligation
is made (or, if less, the maximum amount of such primary obligation for which
such person may be liable, whether singly or jointly, pursuant to the terms of
the instrument, agreements or other documents or, if applicable, unwritten
agreement, evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such person is required to perform thereunder) as determined by such
person in good faith.  Control shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
person, whether through the ability to exercise voting power,  7


by contract or otherwise, and the terms Controlling and Controlled shall have meanings correlative
thereto.  Controlled Investment Affiliate shall mean, as to any person,
any other person which directly or indirectly is in Control of, is Controlled
by, or is under common Control with, such person and is organized by such
person (or any person Controlling such person) primarily for making equity or
debt investments in Borrower or other portfolio companies of such person.  Convertible
Indenture shall mean the Indenture, dated as of August 15,
2005, by and between Borrower and The Trustee, as in effect on the date hereof
and thereafter amended from time to time subject to the requirements of the
Collateral Trust Agreement and this Agreement.  Convertible Senior Secured Note Documents shall mean the
Convertible Senior Secured Notes, the Convertible Indenture, the Convertible
Senior Secured Note Guarantees and all other documents executed and delivered
with respect to the Convertible Senior Secured Notes or the Convertible
Indenture from time to time, including the Collateral Documents.  Convertible
Senior Secured Note Guarantees
shall mean the guarantees of the Subsidiary Guarantors pursuant to the
Convertible Indenture.  Convertible
Senior Secured Notes shall mean Borrowers 7.5% Convertible Senior
Secured Notes due 2009 issued pursuant to the Convertible Indenture and any
registered notes issued by Borrower in exchange for, and as contemplated by,
such notes with substantially identical terms as such notes.  Credit Extension shall mean the making of a Loan by a Lender.  Debt Issuance shall mean the incurrence by any Company of any
Indebtedness after the Closing Date (other than as permitted by Sections 6.01(a) through
(i)).  Debt
Financing Letters shall mean (i) that certain letter
agreement, dated March 21, 2008, by and between Borrower and the Arranger
and (ii) that certain side letter, dated March 27, 2008, among
Holdings, Borrower, the Arranger and the Administrative Agent.  Default shall mean any event, occurrence or condition which
is, or upon notice, lapse of time or both would constitute, an Event of Default
or an Event of Default (howsoever denominated) under the Convertible Senior
Note Documents.  Default Excessshall have the
meaning assigned to such term in Section 2.16(c).  Default Periodshall have the
meaning assigned to such term in Section 2.16(c).  Default Rate shall have the meaning assigned to such term in Section 2.06(c).  Defaulted Loanshall have the
meaning assigned to such term in Section 2.16(c).  Defaulting Lendershall have the
meaning assigned to such term in Section 2.16(c).  disposition shall mean, with respect to any property, any
conveyance, sale, lease, sublease, assignment, transfer, exchange or other
disposition of such property (including (i) by way of merger or
consolidation, (ii) any lease, (iii) any license, (iv) any Sale
and Leaseback Transaction and (v) any Synthetic Lease).  8


Disqualified Capital Stock shall mean any Equity Interest
which, by its terms (or by the terms of any security or instrument into which
it is convertible or for which it is exchangeable or exercisable), or upon the
happening of any event, (a) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, on or prior to 91 days prior
to the Final Maturity Date, (b) is convertible into or exchangeable or
exercisable (unless at the sole option of the issuer thereof) for (i) debt
securities or other indebtedness or (ii) any Equity Interests referred to
in (a) above, in each case at any time on or prior to 91 days prior to the
Final Maturity Date, or (c) contains any repurchase or payment obligation
which may come into effect prior to 91 days prior to the Final Maturity Date.  Dividend shall mean, with respect to any person, that such
person has declared or paid a dividend or returned any equity capital to the
holders of its Equity Interests or authorized or made any other distribution,
payment or delivery of property (other than Qualified Capital Stock of such
person) or cash to the holders of its Equity Interests in their capacities as
such, or redeemed, retired, purchased or otherwise acquired, directly or
indirectly, for consideration any of its Equity Interests outstanding (or any
options or warrants issued by such person with respect to its Equity Interests),
or set aside or otherwise reserved, directly or indirectly, any funds for any
of the foregoing purposes, or shall have permitted any of its Subsidiaries to
purchase or otherwise acquire for consideration any of the outstanding Equity
Interests of such person (or any options or warrants issued by such person with
respect to its Equity Interests). 
Without limiting the foregoing, Dividends
with respect to any person shall also include all payments made or required to
be made by such person with respect to any stock appreciation rights, plans,
equity incentive or achievement plans or any similar plans or setting aside of
or otherwise reserving any funds for the foregoing purposes.  Documentation Agent shall have the meaning assigned to such
term in the preamble hereto.  Dollar Equivalent shall mean, as to any amount denominated in
a Judgment Currency as of any date of determination, the amount of Dollars that
would be required to purchase the amount of such Judgment Currency based upon
the spot selling rate at which Bank of America, N.A. offers to sell such
Judgment Currency for Dollars in the London foreign exchange market at
approximately 11:00 a.m. London time on such date for delivery two
Business Days later.  Dollars or $
shall mean lawful money of the United States.  Domestic Subsidiary shall mean any Subsidiary other than a
Foreign Subsidiary.  Earth
Station shall mean any earth station, including satellite gateway
facilities, licensed for operation by the FCC or by a Governmental Authority
outside of the United States that is owned and operated by Borrower or any of
its Subsidiaries.  Embargoed Person shall have the meaning assigned to such term
in Section 6.21.  Employee Benefit Plan shall mean any employee benefit plan
as defined in Section 3(3) of ERISA which is or was maintained or
contributed to by any Company or any of its ERISA Affiliates.  Environment shall mean any surface or subsurface physical
medium or natural resource, including air, land, soil, surface waters, ground waters,
stream and river sediments, biota and any indoor area, surface or physical
medium.  9


Environmental Claim shall mean any claim, notice, demand,
Order, action, suit, proceeding, or other communication alleging or asserting
liability or obligations for any violation of or arising pursuant to any
Environmental Law, including liability or obligation for investigation,
assessment, remediation, removal, cleanup, response, corrective action,
monitoring, post-remedial or post-closure studies, investigations, operations
and maintenance, injury, damage, destruction or loss to natural resources,
personal injury, wrongful death, property damage, fines, penalties or other
costs resulting from, related to or arising out of (i) the presence,
Release or threatened Release of Hazardous Material in, on, into or from the
Environment at any location or (ii) any violation of or non-compliance
with Environmental Law, and shall include any claim, notice, demand, Order,
action, suit or proceeding seeking damages (including the costs of
remediation), contribution, indemnification, cost recovery, penalties, fines,
indemnities, compensation or injunctive relief resulting from, related to or
arising out of the presence, Release or threatened Release of Hazardous
Material or alleged injury or threat of injury to health, safety or the
Environment (including any of the foregoing related to radio frequency
emissions).  Environmental Law shall mean any and all applicable current
and future Legal Requirements relating to health, safety or the Environment,
the Release or threatened Release of Hazardous Material, natural resources or
natural resource damages, or occupational safety or health.  Environmental Permit shall mean any permit, license,
approval, consent, registration, notification, exemption or other authorization
required by or from a Governmental Authority under any Environmental Law.  Equity Interest shall mean, with respect to any person, any
and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents, including membership interests (however
designated, whether voting or nonvoting), of equity of such person, including,
if such person is a partnership, partnership interests (whether general or
limited), if such person is a limited liability company, membership interests
and any other interest or participation that confers on a person the right to
receive a share of the profits and losses of, or distributions of property of,
such partnership, whether outstanding on the date hereof or issued on or after
the Closing Date, but excluding debt securities convertible or exchangeable
into such equity.  ERISA shall mean the Employee Retirement Income Security Act
of 1974.  ERISA Affiliate shall mean, with respect to any person, any
trade or business (whether or not incorporated) that, together with such
person, is treated as a single employer under Section 414(b) or (c) of
the Code, or solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the
Code.  Any former ERISA Affiliate of a
person or any of its Subsidiaries shall continue to be considered an ERISA
Affiliate of such person or such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of
such person or such Subsidiary and with respect to liabilities arising after
such period for which such person or such Subsidiary could reasonably be
expected to be liable under the Code or ERISA, but in no event for more than
six years after such period if no such liability has been asserted against such
person or such Subsidiary; provided,
however, that such person or such
Subsidiary shall continue to be an ERISA Affiliate of such person or such
Subsidiary after the expiration of the six-year period solely with respect to
any liability asserted against such person or such Subsidiary prior to the
expiration of such six-year period.  ERISA Event shall mean (i) a reportable event within
the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan; (ii) the failure to meet the minimum
funding standard of Section 412 of the Code with respect to any Pension
Plan (whether or not waived in accordance with Section 412(d) of the
Code) or the failure to make by its due date a required  10


installment under Section 412(m) of
the Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (iii) the provision by the
administrator of any Pension Plan pursuant to Section 4041(a)(2) of
ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by
any Company or any of its ERISA Affiliates from any Pension Plan with two or
more contributing sponsors or the termination of any such Pension Plan
resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan; (vi) the imposition of liability
on any Company or any of its ERISA Affiliates pursuant to Section 4062(e) or
4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA; (vii) the withdrawal of any Company or any of its ERISA Affiliates
in a complete or partial withdrawal (within the meaning of Sections 4203 and
4205 of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by any Company or any of its ERISA Affiliates of
notice from any Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate
or has terminated under Section 4041A or 4042 of ERISA; (viii) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan, or the assets thereof, or against any Company or any
of its ERISA Affiliates in connection with any Employee Benefit Plan; (ix) receipt
from the Internal Revenue Service of notice of the failure of any Pension Plan
(or any other Employee Benefit Plan intended to be qualified under Section 401(a) of
the Code) to qualify under Section 401(a) of the Code, or the failure
of any trust forming part of any Pension Plan to qualify for exemption from
taxation under Section 501(a) of the Code; (x) the imposition of
a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or
pursuant to ERISA with respect to any Pension Plan; or (xi) the occurrence of a
non-exempt prohibited transaction (within the meaning of Section 4975 of
the Code or Section 406 of ERISA) which could reasonably be expected to
result in liability to any Company or any of its ERISA Affiliates.  Event of Default shall have the meaning assigned to such term
in Section 8.01.  Exchange Act shall mean the Securities Exchange Act of 1934.  Excluded Taxes shall mean, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of Borrower hereunder, (a) branch profits taxes
and income, franchise and other similar taxes imposed on (or measured by) its
net income by the United States, or by the jurisdiction under the laws of which
such recipient is organized or has (or has had) a connection (other than a
connection solely from entering into, receiving any payment under or enforcing
the recipients rights under this Agreement or any other Loan Document) or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, and (b) in the case of a Foreign
Lender (other than an assignee pursuant to a request by Borrower under Section 2.16(b)),
any deduction, reduction or withholding in respect of tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement (or designates a new lending office) or is
attributable to such Foreign Lenders failure or inability (other than as a
result of a Change in Law) to comply with Section 2.15(e), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from Borrower with respect to such deduction, reduction or
withholding in respect of tax pursuant to Section 2.15(a) (it
being understood and agreed, for the avoidance of doubt, that any withholding
tax imposed on a Foreign Lender as a result of a Change in Law occurring after
the time such Foreign Lender became a party to this Agreement shall not be an
Excluded Tax).  Executive Order shall have the meaning assigned to such term
in Section 3.22.  11


Existing Lien shall have the meaning assigned to such term in
Section 6.02(c).  Existing
Credit Agreement shall have the meaning assigned to such term in
the recitals hereto.  Existing
Ownership Percentage shall have the meaning assigned to such term
in the definition of Change in Control.  Extraordinary
Receipts shall mean any cash received by or paid to or for the
account of any person not in the ordinary course of business, including tax
refunds, pension plan reversions, proceeds of insurance, judgments,
settlements, condemnation awards (and payments in lieu thereof), indemnity
payments, and any purchase price adjustments; provided,
that, for the avoidance of doubt, the following shall not be Extraordinary
Receipts:  (i) the receipt by
Borrower of amounts pursuant to Section 2.15(f), (ii) the
receipt by Borrower from Holdings or a third-party that is not an Affiliate of
any Company of cash in exchange for the issuance of Qualified Capital Stock, (iii) the
receipt of cash from any ARS Conversion and (iv) the receipt of insurance
proceeds, condemnation awards and other compensation received in respect of any
Casualty Events.  Fair Market
Value shall mean, with respect to any asset (including any Equity
Interests of any person), the price at which a willing buyer, not an Affiliate
of the seller, and a willing seller who does not have to sell, would agree to
purchase and sell such asset, as determined in good faith and on a reasonable
basis by the Board of Directors or, pursuant to a specific delegation of
authority by such Board of Directors or a designated senior executive officer,
of Borrower, or the Subsidiary of Borrower selling such asset.  FCC
shall mean the U.S. Federal Communications Commission, or any successor entity.  FCC License
shall mean any license, authorization, approval, or permit, granted by the FCC
pursuant to the Communications Act of 1934, to Borrower or any of its
Subsidiaries, whether for or in connection with the construction and/or
operation of any System, including the MSS/ATC FCC License and related
authorizations.  Federal Funds Effective Rate shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System of the United States arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary to the next
1/100th of 1%) of the quotations for the day for such transactions received by
the Administrative Agent from three federal funds brokers of recognized
standing selected by it.  Fees shall mean the Commitment Fees, the Administrative Agent
Fees, and the other fees referred to in Section 2.05(c).  Final Maturity Date shall mean the earlier of (i) May 1,
2009, or, if such date is not a Business Day, the first Business Day thereafter
and (ii) the date on which the Loans shall become due and payable in
accordance with the terms of this Agreement.  Financial Officer of any person shall mean the chief
financial officer, principal accounting officer, treasurer or controller of
such person.  12


FIRREA
shall mean the Financial Institutions Reform, Recovery and Enforcement Act of
1989.  Foreign
Entity shall mean a person that is organized under the laws of a
jurisdiction other than the United States or any state thereof or the District
of Columbia.  Foreign
Lender shall mean any Lender that is not, for United States federal
income tax purposes, (i) a citizen or resident of the United States, (ii) a
corporation (or other entity treated as a corporation for U.S. federal income
tax purposes) or partnership created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, (iii) an
estate whose income is subject to U.S. federal income taxation regardless of
its source or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust and one or
more United States persons have the authority to control all substantial
decisions of such trust.  Foreign
Plan shall mean any employee benefit plan, program, policy,
arrangement or agreement maintained or contributed to by any Company with
respect to employees, officers or directors employed, or otherwise engaged,
outside the United States.  Funding Default
shall have the meaning assigned to such term in Section 2.16(c).  GAAP
shall mean generally accepted accounting principles in the United States
applied on a consistent basis.  Governmental
Authority shall mean any federal, state, local or foreign (whether
civil, criminal, military or otherwise) court, central bank or governmental
agency, tribunal, authority, instrumentality or regulatory body or any
subdivision thereof or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers of or pertaining to government
(including (i) any supra-national bodies such as the European Union or the
European Central Bank, and (ii) the FCC).  Governmental
Real Property Disclosure Requirements shall mean any Legal
Requirement of any Governmental Authority requiring notification of the buyer,
lessee, mortgagee, assignee or other transferee of any Real Property, facility,
establishment or business, or any notification, registration or filing to or
with any Governmental Authority, in connection with the disposition (including
any transfer of control) of any Real Property, facility, establishment or
business, as may be required under any applicable Environmental Law or of any
actual or threatened in writing presence or Release in, on, into or from the
Environment, or the use, disposal or handling of Hazardous Material on, at,
under, from or near the Real Property, facility, establishment or business to
be sold, acquired, leased, mortgaged, assigned or transferred.  Granting
Lender shall have the meaning assigned to such term in Section 11.04(h).  Guaranteed
Obligations shall have the meaning assigned to such term in Section 7.01.  Guarantees
shall mean the guarantees issued pursuant to Article VII by the
Subsidiary Guarantors.  Hazardous
Materials shall mean hazardous substances, hazardous wastes,
hazardous materials, polychlorinated biphenyls (PCBs) or any substance or compound containing PCBs, asbestos
or any asbestos-containing materials in any form or condition, lead-based
paint, urea formaldehyde, pesticides, radon or any other radioactive materials
including any source, special nuclear or by-product  13


material, petroleum, petroleum products,
petroleum-derived substances, crude oil or any fraction thereof, underground or
aboveground storage tanks, whether empty or containing any substance, any mold,
microbial or fungal contamination that could pose a risk to human health or the
Environment or would negatively impact the condition of the Real Property or
any other pollutants, contaminants, chemicals, wastes, materials, compounds,
constituents or substances, defined under, subject to regulation under, or
which can give rise to liability or obligations under, any Environmental Laws.  Hedging
Agreement shall mean (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions,
currency swap transactions, cross-currency rate swap transactions, currency
options, cap transactions, floor transactions, collar transactions, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options or warrants to enter into any of the
foregoing), whether or not any such transaction is governed by, or otherwise
subject to, any master agreement or any netting agreement, and (b) any and
all transactions or arrangements of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement (or similar documentation) published from time to time by the
International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other master agreement (any such
agreement or documentation, together with any related schedules, a Master Agreement), including any such
obligations or liabilities under any Master Agreement.  Hedging
Obligations shall mean obligations under or with respect to Hedging
Agreements.  Hedging
Termination Value shall mean, in respect of any one or more Hedging
Agreements, after taking into account the effect of any netting agreements
relating to such Hedging Agreements (to the extent, and only to the extent,
such netting agreements are legally enforceable in Insolvency Proceedings
against the applicable counterparty obligor thereunder), (i) for any date
on or after the date such Hedging Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (ii) for any date prior to the date referenced in preceding
clause (i), the amount(s) determined as the mark-to-market value(s) for
such Hedging Agreements, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such
Hedging Agreements (which may include a Lender or any Affiliate of a Lender).  Holdings shall
mean ICO Global Communications (Holdings) Limited, a Delaware corporation.  ICO Satellite
shall mean the satellite owned by ICO
Satellite Services G.P. to be constructed by Loral, based on a Loral
1300 standard satellite platform that has been optimized for GEO MSS/ATC
communications requirements, and which will operate in that portion of the 2
GHz band allocated for those purposes.  Indebtedness
of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money; (b) all obligations of such person evidenced by
bonds, debentures, notes, loan agreements or similar instruments; (c) all
obligations of such person under conditional sale or other title retention
agreements relating to property purchased by such person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property); (d) all
obligations of such person issued or assumed as part of the deferred purchase
price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business on normal trade terms
and not overdue by more than 120 days); (e) all Indebtedness secured by
any Lien on property owned or acquired by such person (including indebtedness
arising under  14


conditional sales or other title retention
agreements), whether or not the obligations secured thereby have been assumed,
but limited to the lower of (i) the Fair Market Value of such property and
(ii) the amount of the Indebtedness secured; (f) all Capital Lease
Obligations, Purchase Money Obligations and Synthetic Lease Obligations of such
person; (g) all obligations of such person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any Equity Interests of
such person, valued, in the case of a redeemable preferred Equity Interest, at
the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends; (h) all Hedging Obligations, valued at the Hedging
Termination Value thereof; (i) all obligations of such person for the
reimbursement of any obligor in respect of letters of credit, letters of
guaranty, bankers acceptances and similar credit transactions; and (j) all
Contingent Obligations of such person in respect of Indebtedness or obligations
of others of the kinds referred to in clauses (a) through (i) above.  The Indebtedness of any person shall include
the Indebtedness of any other entity (including any partnership in which such
person is a general partner) to the extent such person is liable therefor as a
result of such persons ownership interest in or other relationship with such
entity, except (other than in the case of general partner liability) to the
extent that terms of such Indebtedness expressly provide that such person is
not liable therefor.  Indemnified
Taxes shall mean Taxes other than Excluded Taxes.  Indemnitee
shall have the meaning assigned to such term in Section 11.03(b).  Information
shall have the meaning assigned to such term in Section 11.12.  Insolvency
Laws shall mean the Bankruptcy Code of the United States, and all
other insolvency, bankruptcy, receivership, liquidation, conservatorship,
assignment for the benefit of creditors, moratorium, rearrangement,
reorganization, or similar Legal Requirements of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.  Insolvency Proceeding
shall mean (i) any case, action or proceeding before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any
general assignment for the benefit of creditors, formal or informal,
moratorium, composition, marshaling of assets for creditors or other, similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors, in each case, undertaken under United States federal or state or
non-United States Legal Requirements, including the Bankruptcy Code of the
United States.  Insurance
Policies shall mean the insurance policies and coverages required
to be maintained by each Company that is an owner or lessee of Mortgaged
Property with respect to the applicable Mortgaged Property pursuant to Section 5.04
and all renewals and extensions thereof.  Insurance
Requirements shall mean, collectively, all provisions of the
Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all Orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon any Company that is an owner of Mortgaged Property and
applicable to the Mortgaged Property or any use or condition thereof.  Intellectual
Property shall have the meaning assigned to such term in Section 3.06(a).  Interest
Payment Date shall mean (a) any Business Day during which a
voluntary or mandatory prepayment of the Loans is made, and (b) the Final
Maturity and, after such maturity, on each date on which demand for payment is
made.  15


Investments
shall have the meaning assigned to such term in Section 6.04.  IPO
shall mean the first bona fide underwritten public offering by Borrower of its
Equity Interests after the Closing Date pursuant to an effective registration
statement filed with the Securities and Exchange Commission in accordance with
the Securities Act that yields cash gross proceeds to Borrower of at least
$75,000,000.  Judgment
Currency shall have the meaning assigned to such term in Section 11.18.  Judgment
Currency  Conversion Date
shall have the meaning assigned to such term in Section 11.18.  Landlord
Access Agreement shall mean a Landlord Access Agreement,
substantially in the form of Exhibit E, or such other form as may
reasonably be acceptable to the Administrative Agent.  Leases
shall mean any and all leases, subleases, tenancies, options, concession
agreements, rental agreements, occupancy agreements, franchise agreements,
access agreements and any other agreements (including all amendments,
extensions, replacements, renewals, modifications and/or guarantees thereof),
whether or not of record and whether now in existence or hereafter entered
into, affecting the use or occupancy of all or any portion of any Real
Property.  Legal
Requirements shall mean, as to any person, the Organizational
Documents of such person, and any treaty, law (including the common law),
statute, ordinance, code, rule, regulation, guidelines, license, permit
requirement, Order or determination of an arbitrator or a court or other
Governmental Authority (including the FCC), and the interpretation or
administration thereof, in each case applicable to or binding upon such person
or any of its property or to which such person or any of its property is subject.  Lenders
shall mean (a) the financial institutions and other persons party hereto
as Lenders on the date hereof, and (b) each financial institution or
other person that becomes a party hereto pursuant to an Assignment and
Acceptance, other than, in each case, any such financial institution or person
that has ceased to be a party hereto pursuant to an Assignment and Acceptance.  License Subsidiary
shall mean any single purpose Wholly-Owned Subsidiary of Borrower or of another
Subsidiary of Borrower, in each case, organized under the laws of a
jurisdiction in the United States, and none of which shall, except as otherwise
permitted by this Agreement, (1) engage in any business activity other
than holding and acquiring one or more Communications Licenses that are FCC
Licenses, (2) issue any Preferred Stock or incur or suffer to exist any
Indebtedness or other liabilities, other than Indebtedness or liabilities under
the Loan Documents and the Convertible Senior Note Documents, or (3) transfer,
lease, convey, license, partition or disaggregate or otherwise dispose of any
FCC License to any person; provided, however,
that a License Subsidiary may enter into spectrum agreements and other
agreements relating to any Communications Licenses if and only to the extent
that (a) Borroweris also a
party to such agreements; (b) the counterparty under each such agreement
agrees to waive unconditionally and irrevocably any and all claims for
liability against such License Subsidiary and agrees unconditionally and irrevocably
not to seek any damages or other legal, equitable or other relief against such
License Subsidiary, and (c) the counterparty and Borrower agree in writing
that any such claims or request for damages or other legal, equitable or other
relief may be brought solely against, and shall be fully guaranteed by,
Borrower.  Lien
shall mean, with respect to any property, (a) any mortgage, deed of trust,
lien (statutory or other), pledge, encumbrance, claim, charge, assignment,
hypothecation, deposit arrangement, security  16


interest or encumbrance of any kind or any
arrangement to provide priority or preference or any filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
notice or recording statute of any Governmental Authority, including any
easement, servitude, right-of-way or other encumbrance on title to Real
Property, in each of the foregoing cases whether voluntary or imposed by law,
and any agreement to give any of the foregoing and (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such property.  Loan
shall mean a Loan made by the Lenders to Borrower pursuant to Section 2.01.  Loan
Documents shall mean this Agreement, the Notes (if any), the Debt
Financing Letters (except for purposes of Section 11.02), the
Collateral Documents, and each Collateral Trust Joinder.  Loan
Exposure shall mean, with respect to any Lender at any time, the
aggregate principal amount at such time of all outstanding Loans of such
Lender.  Loan
Parties shall mean Holdings, Borrower and the Subsidiary Guarantors.  Margin
Stock shall have the meaning assigned to such term in Regulation U.  Material
Adverse Effect shall mean (a) a material adverse effect on, or
material adverse change in, (i) any of the Transactions or (ii) the
condition (financial or otherwise), results of operations, assets, contingent
liabilities, material agreements, properties, business or prospects of the
Companies, taken as a whole, (b) material impairment of the ability of the
Loan Parties to fully and timely perform any of their obligations under any
Loan Document, (c) a material impairment of the rights of or benefits or
remedies available to the Lenders or any Agent under any Loan Document, or (d) a
material adverse effect on the Liens in favor of the Collateral Agent (for its
benefit and for the benefit of the other Secured Parties on the Pledged
Collateral or the validity, enforceability, perfection or priority of such
Liens.  Material
Agreement shall mean any agreement, contract or instrument to which
any Company is a party or by which any Company or any of its properties is
bound (i) pursuant to which any Company is required to make payments or
other consideration, or will receive payments or other consideration, in excess
of $2.5 million in any twelve month period, (ii) governing, creating,
evidencing or relating to material indebtedness of any Company, or (iii) the
termination or suspension of which, or the failure of any party thereto to
perform its obligations thereunder, could reasonably be expected to have a
Material Adverse Effect.  Material Communications
License shall mean (x) the MSS/ATC FCC License, or (y) any
other Communications License, the loss, revocation, modification, non-renewal,
suspension or termination of which, (i) is material to the business and operations
of the Companies, taken as a whole, or (ii) could be reasonably expected
to have a Material Adverse Effect.  Material
Indebtedness shall mean (a) the Indebtedness listed on Schedule 1.01(a) and
(b) any other Indebtedness (other than the Loans) or Hedging Obligations
of any Company in an aggregate outstanding principal amount exceeding $2.5
million.  For purposes of determining
Material Indebtedness, the principal amount in respect of any Hedging
Obligations of any Company at any time shall be the Hedging Termination Value
thereof at such time.  Maximum
Rate shall have the meaning assigned to such term in Section 11.13.  17


Minimum Liquidity
shall mean the aggregate amount of (A) all unrestricted cash and Cash
Equivalents of the Companies on the balance sheet of the Companies, and all
Auction Rate Securities (valued at the prevailing market price) owned by any
Company, in each case that (i) is not subject to any Lien in favor of any
person other than the Collateral Agent to secure, on a first priority basis,
the Obligations and, on a second priority basis, the Second Priority Lien
Obligations (as defined in the Collateral Trust Agreement) and on a third
priority basis, the Junior Priority Lien Obligations (as defined in the
Collateral Trust Agreement), if any, (ii) is owned by Borrower or a
Company that is a Domestic Subsidiary, and (iii) is held in a deposit
account or securities account, as applicable, in which the Collateral Agent has
a perfected, valid, enforceable, first priority security interest perfected by control
(as such term is defined in Article 9 of the UCC) to secure, on a first
priority basis, the Obligations and, on a second priority basis, the Second
Priority Lien Obligations, subject only to Permitted Collateral Liens and (B) the
undrawn and available portion of the Commitments, providedthat
the Commitments shall only be available if each of the conditions contained in Section 4.02
(other than Section 4.02(b)) is satisfied.  Mortgage
shall mean an agreement, including a mortgage, deed of trust or any other
document, creating and evidencing a first priority Lien (subject to Permitted
Collateral Liens) on a Mortgaged Property, which (i) in the case of Real
Property owned in fee, shall be in a form reasonably satisfactory to the
Collateral Agent and (ii) in the case of leased Real Property, shall be in
a form reasonably satisfactory to the Collateral Agent, in each case, with such
schedules and including such provisions as shall be necessary to conform such
document to applicable local or foreign law or as shall be customary under
applicable local or foreign Legal Requirements.  Mortgaged
Property shall mean each Real Property, if any, which shall be
subject to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).  MSS/ATC FCC License
shall mean the authorization issued by the FCC for (i) the provision of
Mobile Satellite Service, as defined by the FCC, in the 2 GHz frequency band
over a satellite system owned by Borrower or any of its Subsidiaries, or (ii) the
provision of an Ancillary Terrestrial Component, as defined by the FCC, in
conjunction with such Mobile Satellite Service.  Multiemployer
Plan shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or
Section 3(37) of ERISA, (a) to which any Company or any of its ERISA
Affiliates is then making or accruing an obligation to make contributions, (b) to
which any Company or any of its ERISA Affiliates has within the preceding six
plan years made or been obligated to make contributions, or (c) with
respect to which any Company could incur liability.  Net Cash Proceeds shall mean:  (a)with respect to any Asset Sale (other than any
issuance or sale of Equity Interests), the proceeds thereof in the form of
cash, cash equivalents and marketable securities (including any such proceeds
received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable, or by the sale,
transfer or other disposition of any non-cash consideration received in
connection therewith or otherwise, but only as and when received) received by
any Company (including cash proceeds subsequently received (as and when
received by any Company) in respect of non-cash consideration initially
received) net of (i) selling expenses (including brokers fees or
commissions, legal, accounting and other professional and transactional fees,
transfer and similar taxes and Borrowers good faith estimate of income taxes
paid or payable in connection with such sale (after taking into account any
available tax credits or deductions and any tax sharing arrangements)), (ii) amounts
provided as a reserve, in accordance with GAAP, against (x) any
liabilities under any indemnification  18


obligations
associated with such Asset Sale or (y) any other liabilities retained by
any Company associated with the properties sold in such Asset Sale (provided that, to the extent and at the
time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds), and (iii) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money that is secured by a Lien on the properties sold in such Asset Sale (so
long as such Lien was permitted to encumber such properties under the Loan
Documents at the time of such sale) and which is repaid with such proceeds
(other than any such Indebtedness assumed by the purchaser of such properties);  (b)with respect to any (i) Debt Issuance, (ii) ARS
Conversion, or (iii) other issuance or sale or other disposition of Equity
Interests by Borrower or any of its Subsidiaries, the cash proceeds thereof
received by any Company, or, with respect to any sale or other disposition of
Equity Interests of Borrower by Holdings, an amount equal to the cash proceeds
thereof received by Holdings (whether contributed to Borrower or otherwise), in
each case net of fees, commissions, costs and other expenses (including taxes)
incurred in connection therewith;  (c)with respect to any Casualty Event, the cash
insurance proceeds, condemnation awards and other compensation received by any
Company in respect thereof, net of all costs and expenses (including taxes)
incurred in connection with the collection of such proceeds, awards or other
compensation in respect of such Casualty Event; and  (d)with respect to any Extraordinary Receipt, the
proceeds thereof received by any Company, net of all reasonable costs and
expenses incurred in connection with the receipt or collection thereof.  Non-Bank Certificate
shall have the meaning assigned to such term in Section 2.15(e).  Note Guarantor
shall have the meaning assigned to such term in Section 5.11(b).  Notes
shall mean any notes evidencing the Loans issued pursuant to Section 2.04(e),
if any, substantially in the form of Exhibit D.  Notice to Bank in Respect
of a Charged Bank Account shall have the meaning assigned to such
term in Section 3.20(e).  Obligations
shall mean (a) all obligations of Borrower and the other Loan Parties from
time to time arising under or in respect of the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any Insolvency Proceeding, regardless of whether allowed
or allowable in such Insolvency Proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, and (ii) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable
in such Insolvency Proceeding), of Borrower and the other Loan Parties under
this Agreement and the other Loan Documents, and (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of
Borrower and the other Loan Parties under or pursuant to this Agreement and the
other Loan Documents, in each case, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising, including, in each case, the Guaranteed
Obligations.  For the avoidance of doubt,
the obligations of Borrower under paragraph 6 of the Debt Financing Letter
referred to in clause (ii) of the definition of such term and other
obligations that  19


arise under the Debt Financing Letters to the
extent such obligations relate directly and solely to such paragraph 6 shall
not be Obligations and shall not be secured by the Collateral Documents.  OFAC
shall have the meaning assigned to such term in Section 3.22(b).  Officers
Certificate shall mean a certificate executed by (i) the chief
executive officer or the president of Borrower and (ii) one of the
Financial Officers of Borrower, each in his or her official (and not individual)
capacity.  Order
shall mean any judgment, decree, verdict, order, consent order, consent decree,
writ, declaration or injunction.  Organizational
Documents shall mean, with respect to any person, (i) in the
case of any corporation, the certificate of incorporation or deed of
incorporation and by-laws (or similar documents) of such person, (ii) in
the case of any limited liability company, the certificate or articles of
formation or organization and operating agreement or memorandum and articles of
association (or similar constitutive documents) of such person, (iii) in
the case of any limited partnership, the certificate of formation and limited
partnership agreement (or similar constitutive documents) of such person (and,
where applicable, the equityholders or shareholders registry of such person), (iv) in
the case of any general partnership, the partnership agreement (or similar
constitutive document) of such person, (v) in any other case, the
functional equivalent of the foregoing, and (vi) any shareholder, voting
trust or similar agreement between or among any holders of Equity Interests of
such person.  Other List
shall have the meaning assigned to such term in Section 6.21.  Other
Taxes shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies
(including interest, fines, penalties and additions with respect to any of the
foregoing) arising from any payment made or required to be made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with
respect to, any Loan Document.  Participant
shall have the meaning assigned to such term in Section 11.04(e).  Participant Register
shall have the meaning assigned to such term in Section 11.04(e).  Patriot
Act shall have the meaning assigned to such term in Section 3.22(a).  PBGC
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.  Pension
Plan shall mean any Employee Benefit Plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the
Code or Section 302 of ERISA which is maintained or contributed to by any
Company or any of its ERISA Affiliates or with respect to which any Company
could incur liability (including under Section 4069 of ERISA).  Perfection Certificate
shall mean a perfection certificate in the form of Exhibit G or any
other form approved by the Collateral Agent.  Permitted
Collateral Liens shall mean, subject to the Collateral Trust Agreement,
(a) in the case of Pledged Collateral other than Mortgaged Property,
Permitted Liens and (b) in the case of Mortgaged Property, Permitted
Collateral Liens shall mean the Liens described in clauses (a), (b), (d), (e),
and (g) of Section 6.02; provided,
however, on the Closing Date or
upon the date of delivery of each  20


additional Mortgage under Section 5.11
or 5.12, Permitted Collateral Liens with respect to the Mortgaged
Property subject to any Mortgage being delivered on such date shall mean only
those Liens that are (i) identified on a schedule to the applicable
Mortgage, (ii) excepted as being prior to the Lien of such Mortgage as set
forth in the title insurance policy (or commitment) relating to such Mortgaged
Property issued by the applicable Title Company and (iii) otherwise
Permitted Liens.  Permitted
Hedging Agreement shall mean any
Hedging Agreement to the extent constituting a swap, cap, collar, forward
purchase or similar agreements or arrangements dealing with interest rates or
currency exchange rates, either generally or under specific contingencies, in
each case entered into in the ordinary course of business and not for
speculative purposes or taking a market view.  Permitted
Holders shall mean (a) Holdings and (b) any Controlled
Investment Affiliates thereof.  Permitted Issuance
shall mean any sale or issuance by Borrower of not more than an aggregate
amount of 5.0% of its Equity Interests (including its Equity Interests issued
upon exercise of any warrant or option or warrants or options to purchase its
Equity Interests but excluding Disqualified Capital Stock).  Permitted
Liens shall have the meaning assigned to such term in Section 6.02.  Permitted
Tax Distributions shall mean payments, dividends or distributions
by Borrower to Holdings in order to pay when due consolidated or combined
federal, state or local taxes which payments by Borrower are not in excess of
the tax liabilities that would have been payable by Borrower and its
Subsidiaries on a stand-alone basis.  person
shall mean any natural person, corporation, business trust, joint venture,
trust, association, company (whether limited in liability or otherwise),
partnership (whether limited in liability or otherwise) or Governmental
Authority, or any other entity, in any case, whether acting in a personal,
fiduciary or other capacity.  Platform shall
have the meaning assigned to such term in Section 11.01(d).  Pledged Collateral shall have the meaning assigned to such
term in the Collateral Trust Agreement.  Pledgor
shall mean (i) Holdings and (ii) each Company listed on Schedule
1.01(c), and each other person (including any Note Guarantor) that is or
becomes a party to this Agreement (in its capacity as a Subsidiary Guarantor)
and the Collateral Documents pursuant to Section 5.11.  Preferred
Stock shall mean, with respect to any person, any and all preferred
or preference Equity Interests (however designated) of such person whether now
outstanding or issued after the Closing Date.  Preferred
Stock Issuance shall mean the issuance or sale by any Company of
any Preferred Stock after the Closing Date (other than any Permitted Issuance).  Premises
shall have the meaning assigned thereto in the applicable Mortgage.  Pro Rata
Percentage of any Lender at any time shall mean the percentage of
the total Commitments of all Lenders represented by such Lenders Commitment; provided that, if the total  21


Commitments has been reduced to zero, Pro
Rata Percentage shall mean the percentage of the total Loan Exposure of all
Lenders represented by such Lenders Loan Exposure.  property
shall mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and including Equity Interests of any person and whether now in existence or
owned or hereafter entered into or acquired, including all Real Property, cash,
securities, accounts, revenues and contract rights.  Purchase
Money Obligation shall mean, for any person, the obligations of
such person in respect of Indebtedness (including Capital Lease Obligations)
incurred for the purpose of financing all or any part of the purchase price of
any fixed or capital assets (including Equity Interests of any person owning
fixed or capital assets) or the cost of installation, construction or
improvement of any fixed or capital assets; provided,
however, that (i) such
Indebtedness is incurred within 30 days after such acquisition, installation,
construction or improvement of such fixed or capital assets (including Equity
Interests of any person owning the applicable fixed or capital assets) by such
person and (ii) the amount of such Indebtedness does not exceed 100% of
the cost of such acquisition, installation, construction or improvement, as the
case may be.  Qualified
Capital Stock of any person shall mean any Equity Interests of such
person that are not Disqualified Capital Stock.  Real
Property shall mean, collectively, all right, title and interest
(including any leasehold, fee, mineral or other estate) in and to any and all
parcels of or interests in real property owned, leased or operated by any
person, whether by lease, license or other means, together with, in each case,
all easements, hereditaments and appurtenances relating thereto, and all
improvements and appurtenant fixtures and equipment.  Register
shall have the meaning assigned to such term in Section 11.04(c).  Regulation
S-X shall mean Regulation S-X promulgated under the Securities Act
as from time to time in effect and all official rulings and interpretations
thereunder or thereof.  Regulation
T shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.  Regulation
U shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.  Regulation
X shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.  Related
Person shall mean, with respect to any person, (a) each
Affiliate of such person and each of the officers, directors, partners,
trustees, employees, affiliates, shareholders, Advisors, agents,
attorneys-in-fact and Controlling persons of each of the foregoing, and (b) if
such person is an Agent, each other person designated, nominated or otherwise
mandated by or assisting such Agent pursuant to Section 10.05 or
any comparable provision of any Loan Document.  Release
shall mean any spilling, leaking, seepage, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Materials in,
into, onto, from or through the Environment or any Real Property.  22


Required
Lenders shall mean, at any date of determination, Lenders having
Loans and unused Commitments representing more than 50% of the sum of all Loans
outstanding and unused Commitments at such time.  Response
shall mean (a) response as such term is defined in CERCLA, 42 U.S.C. §
9601(25) or any other applicable Environmental Law, or (b) all other
actions required by any Governmental Authority or voluntarily undertaken to (i) clean
up, remove, treat, remediate, contain, assess, abate, monitor or in any other
way address any Hazardous Materials at, in, on, under or from any Real
Property, or otherwise in the Environment, (ii) prevent, stop, control or
minimize the Release or threat of Release, or minimize the further Release, of
any Hazardous Material, or (iii) perform studies, investigations,
maintenance or monitoring in connection with, following, or as a precondition
to or to determine the necessity of, the actions set forth in clause (i) or
(ii) above.  Responsible
Officer of any person shall mean any executive officer or Financial
Officer of such person and any other officer or similar official thereof with
significant responsibility for the administration of the obligations of such
person in respect of this Agreement.  Restricted Indebtednessshall mean
Indebtedness of any Company, the payment, prepayment, repurchase, defeasance or
acquisition for value of which is restricted under Section 6.11.  Revolving Credit Facilityshall mean the
revolving credit facility provided hereunder.  Sale and
Leaseback Transaction shall have the meaning assigned to such term
in Section 6.03.  Sarbanes-Oxley
Act shall mean the United States Sarbanes-Oxley Act of 2002.  SDN List
shall have the meaning assigned to such term in Section 6.21.  Secured
Parties shall mean, collectively , the Agents and the Lenders.  Securities
Act shall mean the Securities Act of 1933.  Security and Pledge
Agreement shall mean that certain security and pledge agreement,
dated as of August 15, 2005, among Borrower, ICO Satellite Services G.P.,
a Delaware general partnership, ICO Global Communications (Canada) Inc., a
Canadian corporation, and The Bank of New York, as Collateral Agent.  Solvency Certificate
shall have the meaning assigned to such term in Section 4.01(h)(i).  SPC
shall have the meaning assigned to such term in Section 11.04(h).  Subordinated
Indebtedness shall mean Indebtedness of any Company that is by its
terms subordinated in right of payment to all or any portion of the
Obligations, including the Convertible Senior Secured Notes.  Subsidiary
shall mean, with respect to any person (the parent)
at any date, (i) any person the accounts of which would be consolidated
with those of the parent in the parents consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association
or other business entity of which securities or other ownership interests
representing more than 50% of the voting power of all Equity Interests entitled  23


(without regard to the occurrence of any
contingency) to vote in the election of the Board of Directors thereof are, as
of such date, owned, controlled or held by the parent and/or one or more
subsidiaries of the parent, (iii) any partnership (a) the sole
general partner or the managing general partner of which is the parent and/or
one or more subsidiaries of the parent or (b) the only general partners of
which are the parent and/or one or more subsidiaries of the parent and (iv) any
other person that is otherwise Controlled by the parent and/or one or more
subsidiaries of the parent.  Unless the
context requires otherwise, Subsidiary
refers to a Subsidiary of Borrower.  Subsidiary
Guarantor shall mean each Subsidiary listed on Schedule 1.01(b),
and each (i) other Subsidiary of Borrower or (ii) Note Guarantor that
is or becomes or is required to become a party to this Agreement and the
Collateral Documents pursuant to Section 5.11.  Supermajority
Lenders shall mean, at any time, Lenders having Loans and unused
Commitments representing more than 66-2/3% of the sum of all Loans outstanding and unused Commitments at such
time.  Syndication
Agent shall have the meaning assigned to such term in the preamble
hereto.  Synthetic
Lease shall mean, as to any person, (a) any lease (including
leases that may be terminated by the lessee at any time) of any property (i) that
is accounted for as an operating lease under GAAP and (ii) in respect of
which the lessee retains or obtains ownership of the property so leased for
U.S. federal income tax purposes, other than any such lease under which such
person is the lessor or (b) (i) a synthetic, off-balance sheet or tax
retention lease, or (ii) an agreement for the use or possession of
property (including a Sale and Leaseback Transaction), in each case under this
clause (b), creating obligations that do not appear on the balance sheet of
such person but which, upon the application of any Insolvency Laws to such
person, would be characterized as the indebtedness of such person (without
regard to accounting treatment).  Synthetic
Lease Obligations shall mean, as to any person, an amount equal to
the capitalized amount of the remaining lease payments under any Synthetic
Lease that would appear on a balance sheet of such person in accordance with
GAAP if such obligations were accounted for as Capital Lease Obligations.  Synthetic Purchase
Agreement shall mean any swap, derivative or other agreement or
combination of agreements pursuant to which any Company is or may become
obligated to make (a) any payment in connection with a purchase by any
third party from a person other than a Company of any Equity Interest or
Restricted Indebtedness or (b) any payment (other than on account of a
permitted purchase by it of any Equity Interest or Restricted Indebtedness) the
amount of which is determined by reference to the price or value at any time of
any Equity Interest or Restricted Indebtedness.  System shall
mean assets constituting a commercial radio communications system authorized by
the FCC pursuant to the Communications Act of 1934 including any license or
authorization, and the network, marketing, distribution, sales, customer interface
and any operations related thereto.  Tax
Returns shall mean all returns, statements, filings, attachments
and other documents or certifications filed or required to be filed in respect
of Taxes.  Taxes
shall mean (i) any and all present or future taxes, duties, levies,
imposts, assessments, fees, deductions, withholdings or other similar charges
imposed by any Governmental Authority, whether computed on a separate,
consolidated, unitary, combined or other basis and any and all liabilities (including
interest, fines, penalties or additions with respect to any of the foregoing)
with respect to the  24


foregoing, and (ii) any transferee,
successor, joint and several, contractual or other liability (including
liability pursuant to Treasury Regulation § 1.1502-6 (or any similar provision
of state, local or non-U.S. law)) in respect of any item described in clause
(i).  Test
Period shall mean, at any time, the four consecutive fiscal
quarters of Borrower then last ended (in each case taken as one accounting
period) for which financial statements have been or are required to be
delivered pursuant to Section 5.01(a) or (b).  Title
Company shall mean any title insurance company as shall be retained
by Borrower and reasonably acceptable to the Administrative Agent.  Title
Policy shall have the meaning assigned to such term in Section 5.17(o)(iii).  Transactions
shall mean, collectively, the transactions to occur pursuant to, or
contemplated by, the Loan Documents, including (a) the execution, delivery
and performance of the Loan Documents and (b) Credit Extension hereunder,
and the payment of all fees, costs and expenses paid or to be paid on or prior
to the Closing Date owing in connection with the foregoing.  Transferred
Guarantor shall have the meaning assigned to such term in Section 7.09.  Trustee shall
have the meaning assigned to such term in the recitals hereto.  UCC
shall mean the Uniform Commercial Code as in effect from time to time (except
as otherwise specified) in any applicable state or jurisdiction.  Unfunded
Pension Liability shall mean the excess of a Pension Plans benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of
that Pension Plans assets, determined in accordance with the actuarial
assumptions used for funding the Pension Plan pursuant to Section 412 of
the Code for the applicable plan year.  United
States and U.S.
shall mean the United States of America.  Voting
Stock shall mean, with respect to any person, any class or classes
of Equity Interests pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the
Board of Directors of such person.  Wholly
Owned Subsidiary shall mean, with respect to any person, (a) any
corporation 100% of whose capital stock (other than directors qualifying
shares to the extent required under applicable Legal Requirements) is at the
time owned by such person and/or one or more Wholly Owned Subsidiaries of such
person and (b) any partnership, association, joint venture, limited
liability company or other entity in which such person and/or one or more
Wholly Owned Subsidiaries of such person have a 100% equity interest (other
than directors qualifying shares to the extent required under applicable Legal
Requirements) at such time.  Section 1.02[Reserved.]  Section 1.03Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words include, includes and including
shall be deemed to be followed by the phrase without limitation.  The phrase Material Adverse Effect shall be
deemed to be followed by the phrase , individually or in the aggregate.  The  25


words asset and property shall be construed to
have the same meaning and effect and shall, in any event, in either case,
include the ICO Satellite.  The word will
shall be construed to have the same meaning and effect as the word shall.  Unless the context requires otherwise (a) any
definition of or reference to any Loan Document, agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth in any Loan Document), (b) any reference herein to
any person shall be construed to include such persons successors and assigns, (c) the
words herein, hereof and hereunder, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, and (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, unless otherwise indicated and (e) any
reference to any law or regulation shall (i) include all statutory and
regulatory provisions consolidating, amending, replacing or interpreting or
supplementing such law or regulation, and (ii) unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time
to time.  This Section 1.03
shall apply, mutatis mutandis, to
all Loan Documents (other than the Collateral Documents).  Section 1.04Accounting Terms; GAAP.  Except as otherwise expressly provided
herein, all financial statements to be delivered pursuant to this Agreement
shall be prepared in accordance with GAAP as in effect from time to time and
all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the date of the audited
financial statements for the fiscal year ended December 31, 2007 required
to be delivered pursuant to Section 3.04(a).  If at any time any change in GAAP would
affect the computation of any financial ratio set forth in any Loan Document,
and Borrower or the Required Lenders shall so request, the Administrative Agent
and Borrower shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP
(subject to approval by the Required Lenders and Borrower); provided that, until so amended, such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change
therein, and Borrower shall provide to the Administrative Agent and the Lenders
within 5 days after delivery of each certificate or financial report required
hereunder that is affected thereby a written statement of a Financial Officer
of Borrower setting forth in reasonable detail the differences (including any
differences that would affect any calculations relating to the financial
covenants as set forth in Section 6.10) that would have resulted if
such financial statements had been prepared without giving effect to such
change.  Section 1.05[Reserved.]  Section 1.06Rounding.  Any financial ratios required to be satisfied
in order for a specific action to be permitted under this Agreement shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).  Section 1.07Resolution of Drafting
Ambiguities.  Each
Company acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery of the Loan Documents to which it is
a party, that it and its counsel reviewed and participated in the preparation
and negotiation hereof or thereof and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation hereof or thereof.  26


ARTICLE II
THE CREDITS  Section 2.01Commitments.  Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make 
Loans to Borrower, at any time and from time to time after the Closing
Date until the earlier of the Final Maturity Date and the termination of the
Commitment of each Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lenders
Loan Exposure exceeding such Lenders Commitment.  Within the limits set forth above and subject
to the terms, conditions and limitations set forth herein, Borrower may pay or
prepay and reborrow Loans.  Section 2.02Loans.  (a)  The
Loans shall be made by the Lenders ratably in accordance with their applicable
Commitments; provided that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). 
Any Loans shall be made in an aggregate principal amount that is (i) an
integral multiple of $1,000,000 and not less than $5,000,000 or (ii) equal
to the remaining available balance of the Commitments; provided
that Loans on the Closing Date shall be made in an aggregate principal amount
of $40.0 million.  (b)Each Lender may at
its option make any Loan by causing any domestic or foreign branch of such
Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the Lender to
make such Loan and Borrower to repay such Loan in accordance with the terms of
this Agreement.  Borrower shall not be
entitled to request greater than two Credit Extensions over the life of this
Agreement (including the initial Credit Extension on the Closing Date).  (c)Each Lender shall
make its Loan to be made by it hereunder on the Closing Date and on any
subsequent Business Day on which Loans are to be made hereunder by wire
transfer of immediately available funds to such account in New York City as the
Administrative Agent may designate from time to time not later than 10:00 a.m.,
New York City time, and the Administrative Agent shall promptly credit the amounts
so received to an account as directed by Borrower in the applicable Borrowing
Request maintained with the Administrative Agent or, if a Loan shall not occur
on such date because any condition precedent herein specified shall not have
been met, return the amounts so received to the respective Lenders within two
Business Days.  (d)Unless the
Administrative Agent shall have received written notice from a Lender prior to
the date of any Loan that such Lender will not make available to the
Administrative Agent such Lenders portion of such Loan, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Loan in accordance with Section 2.02(c),
and the Administrative Agent may, in reliance upon such assumption, make
available to Borrower on such date a corresponding amount.  If the Administrative Agent shall have so
made funds available, then, to the extent that such Lender shall not have made
such portion available to the Administrative Agent, each of such Lender and
Borrower severally agrees to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of such
Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules or
practices on interbank compensation, and (ii) in the case of Borrower, the
interest rate applicable at the time to Loans. 
If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lenders Loan for
purposes of this Agreement, and Borrowers obligation to repay the
Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall
cease.  27


Section 2.03Borrowing Procedure.  To request a Loan, Borrower shall deliver, by
hand delivery or telecopy (or transmit by other electronic transmission, if
arrangements for doing so have been approved in writing by the Administrative
Agent), a duly completed and executed Borrowing Request to the Administrative
Agent not later than 10:00 a.m., New York City time, one Business Day
prior to the date of the proposed Loan. 
The Borrowing Request shall be irrevocable and shall specify the
following information in compliance with Section 2.02:  (a)the aggregate
amount of such Loan;  (b)the date of such
Loan, which shall be a Business Day;  (c)the location and
number of Borrowers account to which funds are to be disbursed, which shall
comply with the requirements of Section 2.02(c); and  (d)that the conditions
set forth in Sections 4.02(a)  (e) are satisfied as of the
date of the notice; provided that
the certification contained therein shall not apply to the Administrative
Agents satisfaction that any of the conditions in Section 4.02(e) have
been met, only that such underlying conditions have been met.  Promptly following receipt of a Borrowing
Request in accordance with this Section 2.03, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such
Lenders Loan to be made as part of the requested Loan.  Section 2.04Evidence of
Debt; Repayment of Loans.  (a)Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender, the then unpaid principal amount of each Loan of such Lender on
the Final Maturity Date.  (b)Each Lender shall
maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of Borrower to such Lender resulting from each Loan
made by such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this
Agreement.  (c)The Administrative
Agent shall maintain accounts in which it will record (i) the amount of
each Loan made hereunder, (ii) the amount of any principal or interest due
and payable or to become due and payable from Borrower to each Lender
hereunder, and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lenders share thereof.  (d)The entries made in
the accounts maintained pursuant to Sections 2.04(b)and (c) shall
be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of Borrower and the other Loan Parties
to pay, and perform, the Obligations in accordance with the Loan
Documents.  In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such entries, the accounts
and records of the Administrative Agent shall control in the absence of
manifest error.  (e)Any Lender by
written notice to Borrower (with a copy to the Administrative Agent) may
request that Loans made by it be evidenced by a promissory note.  In such event, Borrower  28


shall promptly (and, in all events, within five Business Days of
receipt of such request) prepare, execute and deliver to such Lender a
promissory note payable to such Lender and its registered assigns in the form
of Exhibit D.  Thereafter,
the Loans evidenced by such Note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) be
represented by one or more Notes in such form.  Section 2.05Fees.  (a)Commitment Fee.  Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee (a Commitment
Fee) equal to 10.0% per annum of the average daily unused amount of
each Commitment of such Lender during the period from and including the Closing
Date hereof to but excluding the date on which such Commitment terminates.  Accrued Commitment Fees shall be payable in
arrears (A) on the last Business Day of March, June, September and December of
each year, commencing on the first such date to occur after the date hereof,
and (B) on the date on which such Commitment terminates.  Commitment Fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  For purposes of computing Commitment Fees, a
Commitment of a Lender shall be deemed to be used to the extent of the outstanding
Loans of such Lender.  (b)Administrative
Agent Fees.  Borrower agrees to pay
to the Administrative Agent, for its own account, the fees set out in paragraph
1(a) of the Debt Financing Letter referred to in clause (ii) of that
definition and such other fees payable in the amounts and at the times agreed
to separately in writing to between Borrower and the Administrative Agent
(other than pursuant to paragraph 6 of the Debt Financing Letter referred to in
clause (ii) of the definition of such term and other obligations that
arise under the Debt Financing Letter to the extent such obligations relate
directly and solely to such paragraph 6) (the Administrative
Agent Fees).  (c)Other Fees.  Borrower agrees to pay the Agents, for their
own account, fees payable in the amounts and at the times separately agreed
upon in writing between Borrower and the applicable Agents (other than pursuant
to paragraph 6 of the Debt Financing Letter referred to in clause (ii) of
the definition of such term and other obligations that arise under the Debt
Financing Letter to the extent such obligations relate directly and solely to
such paragraph 6).  (d)Payment of Fees.  All Fees shall be paid on the dates due, in
immediately available funds in Dollars, to the Administrative Agent for
distribution, if and as appropriate, among the Lenders, except that Borrower
shall pay the Fees provided under Section 2.05(c) directly to
the Agents.  Once paid, none of the Fees
shall be refundable under any circumstances.  Section 2.06Interest on Loans.  (a) 
Subject to the provisions of Section 2.06(c), the Loans shall bear
interest at a rate per annum equal to 12.50%.  (b)[Reserved.]  (c)Notwithstanding the
foregoing, during an Event of Default, all Obligations shall, bear interest, after
as well as before judgment, at a per annum rate equal to (i) in the case
of principal of or interest on any Loan, 2.0% plus the rate otherwise
applicable to such Loan as provided in Section 2.06(a) or (ii) in
the case of any other Obligation, 2.0% plus the rate applicable to Loans as
provided in Section 2.06(a) (in either case, the Default Rate).  (d)Interest on each
Loan shall accrue annually in arrears and shall be capitalized and added to
principal of the Loans on the last day of each calendar year; provided that (i) interest accrued
pursuant to Section 2.06(c) (including interest on past due
interest) and all accrued and capitalized interest  29


shall be payable on demand upon repayment of the Revolving Credit
Facility, whether on the Final Maturity Date, by acceleration, prepayment, or
otherwise except that in the case of any partial prepayment of the Revolving
Credit Facility, only the interest accrued and capitalized on the amount
prepaid shall be so payable.  (e)All interest
hereunder shall be computed on the basis of a year of 360 days, and in each
case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day); provided that
any Loan that is repaid on the same day on which it is made shall, subject to Section 2.14,
bear interest for one day.  Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any Insolvency
Proceeding.  Section 2.07Termination and Reduction of
Commitments.  (a)  The Commitments shall automatically terminate on
the Final Maturity Date.  (b)At its option,
subject to the proviso in sub-clause (a)(iii) of the definition of Change
in Control, Borrower may from time to time permanently reduce the Commitments; provided that (i) each reduction of
the Commitments shall be in an amount that is an integral multiple of $250,000
and not less than $500,000.  (c)Borrower shall
notify the Administrative Agent in writing of any election to reduce the
Commitments under Section 2.07(b) at least five Business Days
prior to the effective date of such reduction (which effective date shall be a
Business Day), specifying such election and the effective date thereof.  Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents
thereof.  Each notice delivered by
Borrower pursuant to this Section 2.07 shall be irrevocable.  Any reduction of the Commitments shall be
permanent.  Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.  Section 2.08[Reserved.]  Section 2.09[Reserved.]  Section 2.10Optional and Mandatory
Prepayments of Loans.  (a)  Optional Prepayments.  Borrower shall have the right at any time and
from time to time to prepay any Loan, in whole or in part, subject to the
requirements of this Section  2.10; provided that each partial prepayment shall be in an amount
that is an integral multiple of $250,000 and not less than $250,000.  (b)Loan Prepayments.  (i) In
the event of the termination of all the Commitments, Borrower shall, on the
date of such termination, repay or prepay all its outstanding Loans.  (ii)In the event that the
sum of all Lenders Loan Exposures exceeds the Commitments then in effect
(including after giving effect to the capitalization of interest pursuant to Section 2.06(d)),
Borrower shall, without notice or demand, immediately repay or prepay Loans in
an aggregate amount sufficient to eliminate such excess.  (c)Asset Sales.  Not later than two Business Days following
the receipt of any Net Cash Proceeds of any Asset Sale by any Company, Borrower
shall apply 100% of such Net Cash Proceeds to make prepayments in accordance
with Sections 2.10(h) and (i); provided that:  (i)so long as no
Default shall then exist or would arise therefrom, such Net Cash Proceeds of
Asset Sales in an aggregate amount up to $1,000,000 in any fiscal year of
Borrower,  30


shall not be required to be so applied on such date to the extent that
Borrower shall have delivered an Officers Certificate to the Administrative
Agent on or prior to such date stating that such Net Cash Proceeds are
reasonably expected to be reinvested in fixed or capital assets of any Company
within 180 days following the date of such Asset Sale (which Officers
Certificate shall set forth the estimates of the proceeds to be so expended); provided that, if the property subject to
such Asset Sale constituted Pledged Collateral, then all property purchased or
otherwise acquired with the Net Cash Proceeds thereof pursuant to this
subsection shall be made subject to the first priority perfected Lien (subject
to Permitted Collateral Liens) of the applicable Collateral Documents in favor
of the Collateral Agent, for its benefit and for the benefit of the other
Secured Parties in accordance with Sections 5.11 and 5.12;
and  (ii)if all or any
portion of such Net Cash Proceeds is not so reinvested within such 180-day
period, such unused portion shall be applied on the last day of such period as
a mandatory prepayment as provided in this Section 2.10(c).  (d)Debt Issuance or
Preferred Stock Issuance.  Not later
than two Business Days following the receipt of any Net Cash Proceeds of any
Debt Issuance or Preferred Stock Issuance by any Company, or issuance of any
Equity Interest by any Company (unless permitted by Section 6.13
other than Sections 6.13(v) and (vi)), Borrower shall make
prepayments in accordance with Sections 2.10(h) and (i) in
an aggregate principal amount equal to 100% of such Net Cash Proceeds.  (e)Extraordinary
Receipts.  Not later than five
Business Days following the receipt of any Net Cash Proceeds from an
Extraordinary Receipts by any Company, Borrower shall apply an amount equal to
100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h);
provided that:  (i)so
long as no Default shall then exist or would arise therefrom, such Net Cash
Proceeds of Extraordinary Receipts in an aggregate amount of up to $1,000,000
in any fiscal year of Borrower shall not be required to be so applied on such
date to the extent that Borrower shall have delivered an Officers Certificate
to the Administrative Agent on or prior to such date stating that such Net Cash
Proceeds are expected to be reinvested in fixed or capital assets of any
Company within 180 days following the date of receipt of such proceeds (which
Officers Certificate shall set forth the estimates of the proceeds to be so
expended); provided, that all property purchased or
otherwise acquired with the Net Cash Proceeds thereof pursuant to this
subsection shall be made subject to the first priority perfected Lien
(subject to Permitted Collateral Liens) of the applicable Collateral Documents
in favor of the Collateral Agent, for its benefit and for the benefit of the
other Secured Parties in accordance with Sections 5.11 and 5.12;
and  (ii)if all or any
portion of such Net Cash Proceeds is not so reinvested within such 180-day
period, such unused portion shall be applied on the last day of such period as
a mandatory prepayment as provided in this Section 2.10(e).  (f)Casualty Events.  Not later than two Business Days following
the receipt of any Net Cash Proceeds from a Casualty Event by any Company,
Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make
prepayments in accordance with Sections 2.10(h); provided that:  (i)so
long as no Default shall then exist or arise therefrom, such proceeds shall not
be required to be so applied on such date to the extent that (A) in the
event such Net Cash Proceeds shall be less than $1,000,000, Borrower shall have
delivered an Officers Certificate to the Administrative Agent on or prior to
such date stating that such proceeds are  31


reasonably
expected to be used, or (B) in the event that such Net Cash Proceeds equal
or exceed $1,000,000, the Required Lenders have elected by notice to Borrower
on or prior to such date to require such proceeds to be used, in each case, to
repair, replace or restore any property in respect of which such Net Cash
Proceeds were paid or to reinvest in fixed or capital assets of any Company, no
later than 180 days following the date of receipt of such proceeds (which
Officers Certificate shall set forth the estimates of the proceeds to be so
expended); provided that if the
property subject to such Casualty Event constituted Pledged Collateral, then all
property purchased or otherwise acquired with the Net Cash Proceeds thereof
pursuant to this subsection shall be made subject to the first priority
perfected Lien (subject to Permitted Collateral Liens) of the applicable
Collateral Documents in favor of the Collateral Agent, for its benefit and for
the benefit of the other Secured Parties in accordance with Sections 5.11
and 5.12; and  (ii)if
all or any portion of such Net Cash Proceeds shall not be so applied within
such 180-day period, such unused portion shall be applied on the last day of
such period as a mandatory prepayment as provided in this Section 2.10(f).  (g)Auction Rate
Securities.  Not later than two
Business Days following the receipt of any Net Cash Proceeds of one or more ARS
Conversions after the Closing Date by any Company in an aggregate amount of
more than $57.0 million, Borrower shall make prepayments in accordance with Section 2.10(h) and
(i) in an aggregate principal amount equal to 50% of the amount by
which such Net Cash Proceeds exceeds $57.0 million.  (h)Application of Prepayments.  (i)Prior to any
optional prepayment hereunder, Borrower shall select the Loan or Loans to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to Section 2.10(h)(iii), subject to the provisions of this
Section 2.10(h).  (ii)Amounts to be
applied pursuant to this Section 2.10 to the prepayment of Loans
shall be applied to reduce outstanding Loans.  (iii)Notice of
Prepayment.  Borrower shall notify
the Administrative Agent by written notice of any prepayment hereunder not
later than 11:00 a.m., New York City time, one Business Day before the
date of prepayment.  Each such notice
shall be irrevocable.  Each such notice
shall specify the prepayment date, the principal amount of the Loan or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment.  Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents
thereof.  Such notice to the Lenders may
be by electronic communication.  Each
prepayment of a Loan shall be applied ratably to the Loans included in the prepaid
Loan and otherwise in accordance with this Section 2.10.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.06.  (iv)Waiver of
Mandatory Prepayments. 
Notwithstanding the foregoing provisions of this Section 2.10,
(i) in the case of any mandatory prepayment of the Loans, any of the Lenders
may waive, by written notice to Borrower and the Administrative Agent on or
before the date on which such mandatory prepayment would otherwise be required
to be made hereunder, its right to receive the amount of such mandatory
prepayment of the Loans, (ii) if any Lender or Lenders elect to waive the
right to receive the amount of such mandatory prepayment, all of the amount
that otherwise would have been applied to mandatorily prepay the Loans of such
Lender or Lenders shall be offered by Borrower to the remaining non-waiving
Lender or Lenders on a pro rata
basis, based on the respective principal amounts of their outstanding Loans, (iii) if
and to the extent any such non-waiving Lender does not elect  32


by written notice to Borrower and the Administrative Agent within three
Business Days following the date on which the offer is made pursuant to clause (ii) above
to accept such offer, such Lender shall be deemed to have rejected such offer,
and (iv) to the extent there are any prepayment amounts remaining after
the foregoing application, such amounts shall be delivered to Borrower.  (i)Loan Call
Protection.  Any prepayment pursuant
to Section 2.10 (other than those pursuant to Section 2.10 (e) or
(f)) of the Loans before the Final Maturity Date shall be accompanied by
a prepayment premium equal to (i) if such prepayment is made prior to the
six-month anniversary of the Closing Date, 2.50% of the principal amount of
such prepayment, and (ii) if such prepayment is made on or after the
six-month anniversary of the Closing Date a percentage declining ratably
thereafter to zero calculated on a monthly basis through the Final Maturity
Date.  Section 2.11[Reserved.]  Section 2.12Increased Costs; Change in
Legality.  (a)[Reserved.]  (b)If any Lender
determines (in good faith, but in its sole absolute discretion) that any Change
in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lenders capital or on the capital of such Lenders
holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by such Lender, to a level below that which such
Lender or such Lenders holding company could have achieved but for such Change
in Law (taking into consideration such Lenders policies and the policies of
such Lenders holding company with respect to capital adequacy), then from time
to time Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lenders holding company, for any such
reduction suffered.  (c)A certificate of a
Lender setting forth in reasonable detail the amount or amounts necessary to
compensate such Lender  or its holding
company, as the case may be, as specified in Section 2.12(b) shall
be delivered to Borrower (with a copy to the Administrative Agent) and shall be
conclusive and binding absent manifest error. 
Borrower shall pay such Lender the amount shown as due on any such
certificate within three Business Days after receipt thereof; provided, that (i) Borrower shall not be required to
compensate any Lender with respect to any period more than 270 days prior to
the date the certificate is delivered to Borrower under this Section 2.12(c) if such Lender prior to such date knew or
would reasonably be expected to know of the circumstances giving rise to the
claim hereunder or the fact that such circumstances would result in the claim
hereunder, and (ii) the foregoing limitation shall not apply to any claims
arising out of the retroactive application of any Change in Law within such
270-day period.  (d)Subject to the
proviso in the last sentence of Section 2.12(c) of this
Agreement, failure or delay on the part of any Lender to demand compensation
pursuant to this Section 2.12 shall not constitute a waiver of such
Lenders right to demand such compensation.  Section 2.13[Reserved.]  Section 2.14Payments Generally; Pro Rata
Treatment; Sharing of Setoffs.  (a) 
Borrower shall make each payment required to be made by it hereunder or under
any other Loan Document (whether of principal, interest, fees or of amounts
payable under Section2.12 or2.15, or otherwise) on or before the time
expressly required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 1:00 p.m., New York
City time), on the date when due, in  33


immediately available funds, without setoff,
deduction or counterclaim.  Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at 520 Madison Avenue, New York, New York
10022 Attn:  ICO North America Account
Manager, except that payments pursuant to Sections 2.12, 2.15 and
11.03 shall be made directly to the persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the persons
specified therein.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other person to the appropriate recipient promptly following receipt
thereof.  If any payment under any Loan
Document shall be due on a day that is not a Business Day, unless specified
otherwise, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  All payments under each Loan Document shall
be made in Dollars.  (b)If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second,
towards payment of principal ratably among the parties entitled thereto in
accordance with the amounts of principal due to such parties.  (c)If any Lender
shall, by exercising any right of setoff or counterclaim (including pursuant to
Section 11.08) or otherwise (including by exercise of its rights
under the Collateral Documents), obtain payment in respect of any principal of
or interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided
that (i) if any such participations are purchased and all or any portion
of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this Section 2.14(c) shall
not be construed to apply to any payment made by Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in
any of its Loans to any assignee or participant, other than to any Company or
any Affiliates thereof (as to which the provisions of this Section 2.14(c) shall
apply).  Each Company consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
Legal Requirements, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against each Company rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Company in the amount of such participation.  If under applicable Insolvency Law any
Secured Party receives a secured claim in lieu of a setoff or counterclaim to
which this Section 2.14(c) applies, such Secured Party shall
to the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights to which the Secured Party is entitled
under this Section 2.14(c) to share in the benefits of the
recovery of such secured claim.  (d)Unless the
Administrative Agent shall have received written notice from Borrower prior to
the date on which any payment is due to the Administrative Agent for the
account of the Lenders hereunder that Borrower will not make such payment, the
Administrative Agent may assume that Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. 
In such event, if Borrower has not in fact made such payment, then each
of the Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from  34


and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules or practices on interbank
compensation.  (e)If any Lender shall
fail to make any payment required to be made by it pursuant to Section 2.02(c),
2.14(d) or 11.03(e), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lenders obligations under such Sections until all such
unsatisfied obligations are fully paid.  Section 2.15Taxes.  (a)  Any
and all payments by or on account of any obligation of the Companies hereunder
or under any other Loan Document shall be made without setoff, counterclaim or
other defense and free and clear of and without deduction, reduction or
withholding for any and all Indemnified Taxes or Other Taxes; provided that if Borrower shall be
required by applicable Legal Requirements to deduct, reduce or withhold any
amounts in respect of Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions, reductions or withholdings
applicable to additional sums payable under this Section 2.15) the
Administrative Agent or any Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions, reductions or
withholdings been made, (ii) Borrower shall make such deductions,
reductions or withholdings and (iii) Borrower shall timely pay the full
amount deducted or withheld to the relevant Governmental Authority in
accordance with applicable Legal Requirements.  (b)In addition, Borrower
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Legal Requirements.  (c)Borrower shall
indemnify the Administrative Agent and each Lender, within three Business Days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of
Borrower hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section 2.15) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to
Borrower by a Lender (in each case, with a copy delivered concurrently to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.  (d)As soon as
practicable after any payment of Indemnified Taxes or Other Taxes and in any
event within 30 days following any such payment being due, by Borrower to a
Governmental Authority, Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.  (e)Each Lender, if
requested by Borrower or the Administrative Agent, shall deliver documentation
prescribed by applicable law or reasonably requested by Borrower or the
Administrative Agent as will enable Borrower or the Administrative Agent to
determine whether or not such Lender is subject to withholding, backup
withholding or information reporting requirements.  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which Borrower is incorporated or resident for tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments
under this Agreement or any other Loan Document shall deliver to  35


Borrower (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by Borrower
or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding.  Each Foreign Lender shall deliver to Borrower
and the Administrative Agent two copies of either (i) U.S. Internal
Revenue Service Form W-8BEN, (ii) U.S. Internal Revenue Service Form W-8ECI,
(iii) in the case of a Foreign Lender claiming exemption from U.S. federal
withholding tax under Sections 871(h) or 881(c) of the Code with
respect to payments of portfolio interest, a statement (a Non-Bank Certificate) in the form of Exhibit H
and U.S. Internal Revenue Service Form W-8BEN, (iv) U.S. Internal
Revenue Service Form W-8IMY (together with forms listed under clauses (i) through
(iii) hereof, as may be required), or (v) any other form prescribed
by applicable law, in each case, properly completed and duly executed by such
Foreign Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by Borrower hereunder or under any
other Loan Document (or, in each case, any subsequent versions thereof or
successors thereto).  Such forms (and, if
applicable, a Non-Bank Certificate) shall be delivered by each Foreign Lender
on or before the date it becomes a party to this Agreement (or, in the case of
any Participant, on or before the date such Participant purchases the related
participation).  In addition, each
Foreign Lender shall promptly notify Borrower at any time it determines that it
is no longer in a position to provide any previously delivered certificate to
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). 
Notwithstanding any other provision of this paragraph, a Foreign Lender
shall not be required to deliver any form pursuant to this paragraph that such
Foreign Lender is not legally able to deliver.  (f)If the
Administrative Agent or a Lender (or an assignee) determines in its reasonable
discretion that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by Borrower or with respect to which
Borrower has paid additional amounts pursuant to this Section 2.15,
it shall pay over such refund to Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by Borrower under this Section 2.15
with respect to the Indemnified Taxes or the Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender (or assignee) and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that if the Administrative Agent or such Lender (or assignee) is required to
repay all or a portion of such refund to the relevant Governmental Authority,
Borrower, upon the request of the Administrative Agent or such Lender (or
assignee), shall repay the amount paid over to Borrower that is required to be
repaid (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender (or
assignee) within three Business Days after receipt of written notice that the
Administrative Agent or such Lender (or assignee) is required to repay such
refund (or a portion thereof) to such Governmental Authority.  Nothing contained in this Section 2.15(f) shall
require the Administrative Agent or any Lender (or assignee) to make available
its Tax Returns or any other information which it deems confidential or
privileged to Borrower or any other person. 
Notwithstanding anything to the contrary, in no event will the
Administrative Agent or any Lender (or assignee) be required to pay any amount
to Borrower to the extent the payment of which would place the Administrative
Agent or such Lender (or assignee) in a less favorable net after-tax position
than the Administrative Agent or such Lender (or assignee) would have been in
if the additional amounts giving rise to such refund of any Indemnified Taxes
or Other Taxes had never been paid.  Section 2.16Mitigation Obligations;
Replacement of Lenders.  (a)  Mitigation
of Obligations.  If any Lender
requests compensation under Section 2.12(b), or if Borrower is
required to pay any additional amount or indemnification to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the reasonable judgment of such Lender,  36


such designation or assignment (i) would
eliminate or reduce materially amounts payable pursuant to Section 2.12(b) or
2.15, as the case may be, in the future, (ii) would not subject
such Lender to any unreimbursed cost or expense, (iii) would not require
such Lender to take any action inconsistent with its internal policies or legal
or regulatory restrictions, and (iv) would not otherwise be
disadvantageous to such Lender.  Borrower
shall pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.  A certificate setting forth such costs and expenses
submitted by such Lender to the Administrative Agent shall be conclusive absent
manifest error.  (b)Replacement of
Lenders.  In the event (i) any
Lender delivers a certificate requesting compensation pursuant to Section 2.12(b),
(ii) Borrower is required to pay any additional amount or indemnification
to any Lender or any Governmental Authority on account of any Lender pursuant
to Section 2.15, (iii) any
Lender fails to consent to any amendment, waiver or other modification of any
Loan Document requested by Borrower that requires the consent of 100% of the
Lenders or 100% of all affected Lenders and, which, in each case, has been
consented to by both (A) the Required Lenders and (B) all other
Lenders or all other affected Lenders, as the case may be, that are not
to be so replaced, or (iv) any Lender defaults in its obligations to make
Loans or other extensions of credit hereunder, Borrower may, at its sole
expense and effort (including with respect to the processing and recordation
fee referred to in Section 11.04(b)), upon notice to such Lender
and the Administrative Agent, require such Lender to transfer and assign,
without recourse (in accordance with and subject to the restrictions contained
in Section 11.04), all of its interests, rights and obligations
under this Agreement to an assignee which shall assume such assigned
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (w) except in the case of clause (iii) above
if the effect of such amendment, waiver or other modification of the applicable
Loan Document would cure any Default then ongoing, no Default shall have
occurred and be continuing, (x) such assignment shall not conflict with
any applicable Legal Requirement, (y) Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld or delayed, and (z) Borrower or such assignee
shall have paid to the affected Lender in immediately available funds an amount
equal to the sum of the principal of and interest and any prepayment premium or
penalty (if any) accrued to the date of such payment on the outstanding Loans
of such Lender affected by such assignment plus all Fees and other amounts
owing to or accrued for the account of such Lender hereunder (including any
amounts under Section 2.12); provided
further that, if prior to any such transfer and assignment the
circumstances or event that resulted in such Lenders claim for compensation
under Section 2.12(b) or the amounts paid pursuant to Section 2.15,
as the case may be, cease to cause such Lender to suffer increased costs or
reductions in amounts received or receivable or reduction in return on capital,
or cease to result in amounts being payable under Section 2.15, as
the case may be (including as a result of any action taken by such Lender
pursuant to Section 2.16(a)), or if such Lender shall waive its
right to claim further compensation under Section 2.12(b) in
respect of such circumstances or event or shall waive its right to further
payments under Section 2.15 in respect of such circumstances or
event or shall consent to the proposed amendment, waiver, consent or other
modification, as the case may be, then such Lender shall not thereafter be
required to make any such transfer and assignment hereunder.  Each Lender hereby grants to the
Administrative Agent an irrevocable power of attorney (which power is coupled
with an interest) to execute and deliver, on behalf of such Lender as assignor,
any Assignment and Acceptance necessary to effectuate any assignment of such
Lenders interests hereunder in the circumstances contemplated by this Section 2.16(b).  (c)Defaulting
Lenders.  Anything contained herein
to the contrary notwithstanding, in the event that any Lender (a Defaulting Lender) defaults (a Funding Default) in its obligation to fund any Loan (a Defaulted Loan) in accordance with Section 2.02(c),
then (i) during any Default Period (as defined below) with respect to such
Defaulting Lender, such Defaulting Lender shall be deemed not to be a Lender,
and the amount of such Defaulting Lenders Commitment and Loans shall be
excluded for purposes of voting, and the calculation of voting, on any matters
(including the granting  37


of any consents or waivers) with respect to any of the Loan Documents, (ii) to
the extent permitted by applicable Legal Requirements, until such time as the
Default Excess (as defined below) with respect to such Defaulting Lender shall
have been reduced to zero, (a) any voluntary prepayment of the Loans
pursuant to Section 2.10(a) shall, if Borrower so directs at
the time of making such voluntary prepayment, be applied to the Loans of other
Lenders in accordance with Section 2.10(a) as if such Defaulting
Lender had no Loans outstanding and the Loan Exposure of such Defaulting Lender
were zero, and (b) any mandatory prepayment of the Loans pursuant to Section 2.10
shall, if Borrower so directs at the time of making such mandatory prepayment,
be applied to the Loans of other Lenders (but not to the Loans of such
Defaulting Lender) in accordance with Section 2.10 as if such
Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender , it
being understood and agreed that Borrower shall be entitled to retain any
portion of any mandatory prepayment of the Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the provisions of this
clause (b), (iii) the amount of such Defaulting Lenders Commitment and
Loans shall be excluded for purposes of calculating the commitment fee payable
to Lenders pursuant to Section 2.05(a) in respect of any day
during any Default Period with respect to such Defaulting Lender, and such
Defaulting Lender shall not be entitled to receive any commitment fee pursuant
to Section 2.05(a) with respect to such Defaulting Lenders
Commitment in respect of any Default Period with respect to such Defaulting
Lender, and (iv) the Loan Exposure of all Lenders as at any date of
determination shall be calculated as if such Defaulting Lender had funded all
Defaulted Loans of such Defaulting Lender.  For purposes of this
Agreement, (i) Default Period
shall mean, with respect to any Defaulting Lender, the period commencing on the
date of the applicable Funding Default and ending on the earliest of the
following dates: (a) the date on which all Commitments are cancelled or
terminated and/or the Obligations are declared or become immediately due and
payable, (b) the date on which (1) the Default Excess with respect to
such Defaulting Lender shall have been reduced to zero (whether by the funding
by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or
by the non-pro rata application of any voluntary or mandatory prepayments of
the Loans in accordance with the terms hereof or any combination thereof) and (2) such
Defaulting Lender shall have delivered to Borrower and the Administrative Agent
a written reaffirmation of its intention to honor its obligations under this Agreement
with respect to its Commitment(s), and (c) the date on which Borrower, the
Administrative Agent and the Required Lenders waive all Funding Defaults of
such Defaulting Lender in writing, and (ii) Default
Excess shall mean, with respect to any Defaulting Lender, the excess,
if any, of such Defaulting Lenders Pro Rata Percentage of the aggregate
outstanding principal amount of Loans of all Lenders (calculated as if all
Defaulting Lenders (including such Defaulting Lender) had funded all of their
respective Defaulted Loans) over the aggregate outstanding principal amount of
Loans of such Defaulting Lender.  No amount of the Commitment of any Lender shall be
increased or otherwise affected, and, except as otherwise expressly provided in
Section 2.16(c), performance by Borrower of its obligations under
this Agreement and the other Loan Documents shall not be excused or otherwise
modified, as a result of any Funding Default or the operation of Section 2.16(c).  The rights and remedies against a Defaulting
Lender under Section 2.16(c) are in addition to other rights
and remedies that Borrower may have against such Defaulting Lender with respect
to any Funding Default and that the Administrative Agent or any Lender may have
against such Defaulting Lender with respect to any Funding Default.  ARTICLE III
REPRESENTATIONS AND WARRANTIES  Each Company represents and warrants to the
Agents and each of the Lenders (with references in this Article III
to the Companies being references thereto after giving effect to the
Transactions unless otherwise expressly stated) that:  38


Section 3.01Organization; Powers.  Each Loan Party (a) is duly organized
and validly existing under the laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to carry on its
business as now conducted and to own, lease and operate its property and (c) is
qualified, licensed and in good standing (to the extent such concept is
applicable in the applicable jurisdiction) to do business in every jurisdiction
where such qualification is required, except in such jurisdictions where the
failure to so qualify, be licensed or be in good standing could not reasonably
be expected to result in a Material Adverse Effect.  There is no existing default under any
Organizational Document of any Loan Party or any event which, with the giving
of notice or passage of time or both, would constitute a default by any party
thereunder.  Section 3.02Authorization; Enforceability.  The Transactions to be entered into by each
Loan Party and the execution, delivery and performance of the Convertible
Senior Note Documents, including the Collateral Trust Agreement, to which such
Loan Party is a party, are or were, as the case may be, within such Loan Partys
powers and have been duly authorized by all necessary corporate or other
organizational action on the part of each such Loan Party.  This Agreement and each Convertible Senior
Note Document, including the Collateral Trust Agreement, has been duly executed
and delivered by each such Loan Party and constitutes (and, in the case of the
Convertible Senior Note Documents to which such Loan Party is a party, has at
all times since the execution and delivery thereof by the Loan Parties
constituted), and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors rights generally,
regardless of whether considered in a proceeding in equity or at law.  Section 3.03No Conflicts; No Default.  The Transactions (a) do not require any
consent, exemption, authorization or approval of, registration or filing with,
or any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, (b) will not violate
the Organizational Documents of any Loan Party, (c) will not violate or
result in a default or require any consent or approval under (x) the
Convertible Senior Note Documents or any other Material Agreement, or (y) any
Organizational Document, (d) will not violate any Legal Requirement in any
material respect, and (e) will not result in the creation or imposition of
any Lien on any property of any Loan Party, except Liens created by the
Collateral Documents.  No Default or
Event of Default has occurred and is continuing.  Section 3.04Financial Statements.  (a) 
Borrower has heretofore delivered (or, in the case of the December 31,
2007 financial statements, will deliver on or before the Closing Date) to the
Lenders the consolidated balance sheets and related statements of income,
stockholders equity and cash flows of Borrower as of and for the fiscal years
ended December 31, 2005, December 31, 2006 and December 31, 2007
audited by and accompanied by the unqualified opinion of Deloitte &
Touche LLP, independent public accountants. 
Such financial statements and all financial statements delivered
pursuant to Sections 5.01(a) and (b) have been
prepared in accordance with Regulation S-X consistently applied throughout the
applicable period covered, respectively, thereby except for a change in the
application of Regulation S-X required thereunder and expressly noted therein,
and present fairly and accurately in all material respects the financial
condition and results of operations and cash flows of Borrower and its
consolidated Subsidiaries as of the dates and for the periods to which they
relate (subject to normal year-end audit adjustments and the absence of
footnotes).  Except as set forth in such
financial statements, unless expressly permitted not to be stated therein under
GAAP and Regulation S-X, there are no material liabilities of any Company of
any kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a liability.  39


(b)[Reserved.]  (c)[Reserved.]  (d)There are no
material liabilities of any Company of any kind or type (whether absolute,
contingent or otherwise and whether or not due) that have not been reflected in
the financial statements referred to in Section 3.04(a).  Since December 31, 2006 there has been
no event, change, circumstance or occurrence that has had, or could reasonably
be expected to result in, a Material Adverse Effect.  Section 3.05Properties.  (a)  Each
Company has good and valid title to, or valid license to use, or valid
leasehold interests in, all its property material to its business, free and
clear of all Liens and irregularities, deficiencies and defects in title except
for Permitted Liens (or, in the case of Pledged Collateral, Permitted
Collateral Liens) and minor irregularities, deficiencies and defects in title
that, individually or in the aggregate, do not, and could not reasonably be
expected to, interfere with its ability to conduct its business as currently
conducted or to utilize such property for its currently intended purpose.  The property of the Companies, taken as a
whole, (i) is in good operating order, condition and repair (ordinary wear
and tear excepted), and (ii) constitutes all the property which is
required for the business and operations of the Companies as presently
conducted.  (b)Schedule 3.05(b) contains
a true and complete list of each ownership and leasehold interest in Real
Property (i) owned by any Company as of the Closing Date and describes the
type of interest therein held by such Company and (ii) leased or subleased
by any Company, as lessee or  sublessee,
as of the Closing Date and describes the type of interest therein held by such Company
and whether such lease or sublease requires the consent of the landlord
thereunder or other parties thereto to the Transactions.  (c)No Mortgage (if
any) encumbers improved Real Property that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having
special flood hazards within the meaning of the National Flood Insurance Act of
1968 unless flood insurance available under such Act has been obtained in
accordance with Section 5.04.  (d)Each Company owns
or has rights to use all of its property and all rights with respect to any of
the foregoing used in, necessary for or material to each Companys business as
currently conducted.  The use by each
Company of its property and all such rights with respect to the foregoing do
not infringe on the rights or other interests of any person, other than any
infringement that could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.  No claim has been made and remains
outstanding that any Companys use of any of its property does or may violate
the rights of any third party that, individually or in the aggregate, has had,
or could reasonably be expected to result in, a Material Adverse Effect.  The Real Property is zoned in all material
respects to permit the uses for which such Real Property is currently being
used.  The present uses of the Real
Property and the current operations of each Companys business do not violate
in any material respect any provision of any applicable building codes,
subdivision regulations, fire regulations, health regulations or building and
zoning by-laws.  (e)(i) On the
Closing Date and (ii) thereafter, except in the case of this clause (ii) only
for exceptions to the following that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, there is no
condemnation or eminent domain proceeding pending or threatened in writing with
respect to, or that could affect any of the Real Property of the Companies.  40


(f)Each parcel of
Real Property is taxed as a separate tax lot and is currently being used in a
manner that is consistent with and in compliance in all material respects with
the property classification assigned to it for real estate tax assessment
purposes.  Section 3.06Intellectual Property.  (a)  Ownership;
No Claims; Use of Intellectual Property; Protection of Trade Secrets.  Each Company owns or has valid license to
use, free and clear of all Liens (other than Permitted Collateral Liens), all
patents and patent applications, trademarks, trade names, service marks,
copyrights, domain names and applications for registration thereof, and
technology, trade secrets, proprietary information, inventions, know-how and
processes, in each case necessary and material for the conduct of its business
as currently conducted (the Intellectual
Property).  No claim has been
asserted and is pending by any person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does any Company know of any valid basis for any
such claim.  The use of such Intellectual
Property by each Company does not infringe the rights of any person, except for
such claims and infringements which, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.  No Company has done anything to authorize or
enable any other person to use any such Intellectual Property in a manner that
could reasonably be expected to have a Material Adverse Effect.  Each Company has taken commercially
reasonable efforts actions to protect the secrecy, confidentiality and value of
all trade secrets used in such Companys business.  (b)Patents;
Registrations.  (i) On and as of
the Closing Date, each Company owns and possesses the right to use all issued
patents and pending patent applications, trademark, service mark and domain
name registrations and pending applications, and copyright registrations and
pending applications listed in Schedule 3.06(b), and (ii) all
patents and registered trademarks, service marks, copyrights and domain names
owned by each Company, and necessary and material to the conduct of its
business as currently conducted, are valid, subsisting and in full force and
effect.  (c)No Violations or
Proceedings.  (i) There is no
violation by others of any right of any Company with respect to any
Intellectual Property, other than such violations that, individually or in the
aggregate, could not reasonably be expected to materially adversely affect the
value or utility of the Intellectual Property or any portion thereof material
to the use and operation of the Pledged Collateral, (ii) no Company is
infringing upon or misappropriating any copyright, patent, trademark, trade
secret or other intellectual property right of any other person, except for any
infringement or misappropriation that could not reasonably be expected to have
a Material Adverse Effect, (iii) no Company is in breach of, or in default
under, any license of Intellectual Property by any other person, to such
Company, except in any case where such breach or default, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, and (iv) no proceedings have been instituted or are pending
against any Company or threatened in writing, and no claim against any Company
has been received by any Company, alleging any such infringement or
misappropriation, except to the extent that such proceedings or claims,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  (d)No Impairment.  Neither the execution, delivery or
performance of this Agreement and the other Loan Documents, nor the
consummation of the Transactions and the other transactions contemplated hereby
and thereby, will alter, impair or otherwise affect or require the consent,
approval or other authorization of any other person in respect of any right of
any Company in any material Intellectual Property.  (e)No Agreement or
Order Materially Affecting Intellectual Property.  Except for exceptions to the following that
could not reasonably be expected to have a Material Adverse Effect, no Company
is subject to (i) any settlement, covenant not to sue or other instrument,
agreement or other  41


document, or (ii) any outstanding Order, which may affect the
validity or enforceability or restrict in any manner such Companys use,
licensing or transfer of any of the Intellectual Property.  Section 3.07Equity Interests and Subsidiaries.  (a)  Schedule 3.07(a) sets
forth a list of (i) Holdings and each Company and its jurisdiction of
incorporation or organization as of the Closing Date and (ii) with respect
to each Company, the number of each class of its Equity Interests authorized,
and the number outstanding, on the Closing Date and the number of Equity
Interests covered by all outstanding options, warrants, rights of conversion or
purchase and similar rights on the Closing Date.  All Equity Interests of each Company are duly
and validly issued and are fully paid and non-assessable, and, other than the
Equity Interests of Holdings and Borrower, are owned by Borrower, directly or
indirectly, through Wholly Owned Subsidiaries. 
As of the date hereof, 99.8% of the Equity Interests of Borrower are
owned directly by Holdings.  Each Loan
Party is the record and beneficial owner of, and has good and marketable title
to, the Equity Interests pledged by (or purporting to be pledged by) it under
the Collateral Documents, free of any and all Liens, rights or claims of other
persons, except the security interest created by the Collateral Documents and
any Permitted Collateral Liens that arise by operation of applicable Legal
Requirements and are not voluntarily granted, and, as of the Closing Date,
except as set forth on Schedule 3.07(a), there are no outstanding
warrants, options or other rights (including derivatives) to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of,
any such Equity Interests (or any economic or voting interests therein), except
for the Convertible Senior Secured Notes.  (b)No consent of any
person, including any general or limited partner, any other member or manager
of a limited liability company, any shareholder, any other trust beneficiary or
derivative counterparty, is necessary or reasonably desirable in connection
with the creation, perfection or first priority status (or the maintenance
thereof) of the security interest of the Collateral Agent in any Equity
Interests pledged to the Collateral Agent under the Collateral Documents or the
exercise by the Collateral Agent or any Lender of the voting or other rights
provided for in the Collateral Documents or the exercise of remedies in respect
of such Equity Interests.  (c)A complete and
accurate organization chart, showing the ownership and organizational structure
of the Companies on the Closing Date, both before and after giving effect to
the Transactions, is set forth on Schedule 3.07(c).  Section 3.08Litigation; Compliance with Legal
Requirements.  (a)  There are no actions, suits, claims, disputes or
proceedings at law or in equity by or before any Governmental Authority now
pending or, to the best of the knowledge of any Company, threatened in writing
against any Company or any business, property or rights of any Company (i) that
purport to affect or involve any Loan Document or any of the Transactions or (ii) that
have resulted, or as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could, individually or in the
aggregate, reasonably be expected to result, in a Material Adverse Effect.  (b)No Company or any
of its property is (i) in violation of, nor will the continued operation
of its property as currently conducted violate, any Legal Requirements
(including any zoning or building ordinance, code or approval or any building
permits) or any restrictions of record or agreements affecting any Companys
Real Property or (ii) in default with respect to any Order, where such
violation or default, has resulted, or could, individually as in the aggregate,
reasonably be expected to result, in a Material Adverse Effect.  Section 3.09Agreements.  (a)  No
Company is a party to any agreement, instrument or other document or subject to
any corporate or other constitutional restriction, or any restriction under its  42


Organizational Documents, that has resulted, or
could reasonably be expected to result, in a Material Adverse Effect.  (b)No Company is in
default in any manner under any provision of any indenture or other document,
agreement or instrument evidencing Indebtedness or Contingent Obligation, or
any other document, agreement or instrument to which it is a party or by which
it or any of its property is or may be bound or subject, where such default has
resulted, or could reasonably be expected to result, in a Material Adverse
Effect, and no condition exists which, with the giving of notice or the lapse
of time or both could reasonably be expected to constitute such a default.  (c)Schedule 3.09(c) accurately
and completely lists all Material Agreements (other than leases of Real
Property set forth on Schedule 3.05(b)) to which any Company is a party
which are in effect on the Closing Date in connection with the operation of the
business conducted thereby and Borrower has delivered, or will deliver prior to
the Closing Date, copies of such Material Agreements to the Administrative
Agent (or expressly made available, or will expressly make available prior to
the Closing Date, in a reasonable manner to the Administrative Agent) and the
Lenders for review; provided, that
the obligation to provide or make any Material Agreement available is subject
to (i) the Administrative Agent entering into a separate confidentiality
agreement with the applicable Company on terms sufficient (based on the
confidentiality provisions contained in such Material Agreement) to permit the
disclosure of such Material Agreement to the Administrative Agent, and (ii) with
respect to any Material Agreement that does not permit disclosure of such
agreement to the Administrative Agent upon execution of such a confidentiality
agreement, the applicable Companys ability to secure the consent of the
counterparties to such Material Agreement to such disclosure) (clauses (i) and
(ii) above collectively, the Confidentiality
Restrictions) complete and correct copies of all such Material
Agreements, including any amendments, supplements or modifications with respect
thereto, and all such Material Agreements are in full force and effect.  (d)As of the Closing
Date, no Company has, directly or indirectly, applied any Net Proceeds (as
defined in the Convertible Indenture) of Asset Sales (as defined in the
Convertible Indenture) to repay any Indebtedness (as defined in the Convertible
Indenture) under the Working Capital Facility (as defined in the Convertible
Indenture) and effected a corresponding permanent commitment reduction
thereunder pursuant to Section 5.10 of the Convertible Indenture; provided that, following the Closing Date, this
representation and warranty shall not apply to the application of Net Cash
Proceeds pursuant to the last paragraph of Section 5.10 of the Convertible
Indenture.  Section 3.10Federal Reserve Regulations.  (a)  No
Company is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing, buying or carrying
Margin Stock.  (b)No part of the
proceeds of any Credit Extension will be used, whether directly or indirectly,
and whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the
regulations of the Board, including Regulation T, U or X.  The pledge of the Pledged Collateral pursuant
to the Collateral Documents does not violate such regulations.  Section 3.11Investment Company Act, etc..  No Company is (a) an investment company
or a company controlled by an investment company, as defined in, or subject
to regulation under, the Investment Company Act of 1940, as amended, or (b) subject
to regulation under any Legal Requirement (other than Regulation X) that limits
its ability to incur, create, assume or permit to exist Indebtedness or grant
any guarantee or Lien in respect of Indebtedness.  43


Section 3.12Use of Proceeds.  Borrower will use the proceeds of Loans for
working capital and general corporate purposes.  Section 3.13Taxes.  Each Company has (a) timely filed or
caused to be timely filed all federal, state, local and foreign Tax Returns or
materials required to have been filed by it and all Tax Returns filed are true
and correct in all material respects and (b) duly and timely paid or
caused to be duly and timely paid all Taxes (whether or not shown on any Tax
Return) due and payable by it and all assessments made against it or any of its
properties by any Governmental Authority, except Taxes that are being contested
in good faith by appropriate proceedings and for which such Company has set aside
on its books adequate reserves in accordance with GAAP.  Each Company has made adequate provision in
accordance with GAAP for all Taxes not yet due and payable.  No Company has knowledge (or could reasonably
have knowledge upon due inquiry) of any proposed or pending tax assessments,
deficiencies, audits or other proceedings and no proposed or pending tax
assessments, deficiencies, audits or other proceedings have resulted, or could,
individually or in the aggregate, reasonably be expected to result, in a
Material Adverse Effect.  No Company has
ever been a party to any understanding or arrangement constituting a tax
shelter within the meaning of Section 6662(d)(2)(C)(ii) of the Code
or Sections 6111(c) or (d) of the Code (as in effect prior to the amendment
by the American Jobs Creation Act of 2004, P.L. 108 357), or has ever participated
in a reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.  No Company is party to any tax sharing or
similar agreement.  Section 3.14No Material Misstatements.  No information, report, financial statement,
certificate (including the Perfection Certificate), Borrowing Request, exhibit
or schedule furnished by or on behalf of any Company to the Administrative
Agent or any Lender in connection any Loan Document or included therein or
delivered pursuant thereto, taken as a whole, contained or contains any
material misstatement of fact or omitted or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were or are made, not misleading as of the date such
information is dated or certified; provided
that to the extent any such information, report, financial statement, exhibit
or schedule constitutes a forecast or projection, each Company represents and
warrants only that on the date of delivery thereof such forecast or projection
was prepared in good faith based upon (i) the assumptions stated therein
and other assumptions made by the Companies that are either (i) expressly
disclosed in writing to the Administrative Agent and the Lenders prior to the
date hereof or (ii) immaterial assumptions that are not inconsistent with,
or contrary to, the assumptions stated therein or disclosed pursuant to clause (i) above
(which assumptions are believed by the Companies on the date delivered to the
Administrative Agent or a Lender to be reasonable), (ii) accounting
principles consistent with the historical audited financial statements of the
Acquired Business, and (iii) the best information available to the
Companies as of the date of delivery thereof to the Administrative Agent or a
Lender.  Except as disclosed in Borrowers
publicly available filings with the U.S. Securities and Exchange Commission,
each Company has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that have
resulted, or could reasonably be expected to result, in a Material Adverse
Effect.  Section 3.15Labor Matters.  There are no strikes, lockouts or slowdowns
against any Company pending or, to the best of the knowledge of the Companies,
threatened in writing that have resulted in, or could reasonably be expected to
result in, a Material Adverse Effect. 
The hours worked by and payments made to employees of any Company have
not been in violation of the Fair Labor Standards Act of 1938, as amended, or
any other applicable Legal Requirement dealing with such matters in any manner
that has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect.  All payments due from
any Company, or for which any claim may be made against any Company, on account
of wages and employee health and welfare insurance and other benefits, have
been paid or accrued as a liability on the books of such Company except to the
extent that the failure to do so has not resulted in,  44


and could not reasonably be expected to result in, a
Material Adverse Effect.  The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which any Company is bound.  Section 3.16Solvency.  Both immediately before and immediately after
the consummation of the Transactions to occur on the Closing Date and
immediately following the making of each Credit Extension and after giving
effect to the application of the proceeds of each Credit Extension, (a) the
fair value of the properties of each Loan Party will exceed its debts and
probable liabilities, subordinated, contingent or otherwise, (b) the
present fair saleable value of the property of each Loan Party will be greater
than the amount that will be required to pay the probable liability of its
debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured, (c) each Loan
Party will be able to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (d) each
Loan Party will not have unreasonably small capital with which to conduct its
business in which it is engaged as such business is now conducted and is
proposed, contemplated or about to be conducted following the Closing Date.  Section 3.17Employee Benefit Plans. (a)  The Company
and each of its ERISA Affiliates is in material compliance with all applicable
Legal Requirements, including all applicable provisions of ERISA and the Code
and the regulations and published interpretations thereunder, with respect to
all Employee Benefit Plans.  Each
Employee Benefit Plan complies in all material respects, and is operated and
maintained in compliance in all material respects, with all applicable Legal
Requirements, including all applicable provisions of ERISA and the Code and the
regulations and published interpretations thereunder.  Each Employee Benefit Plan that is intended
to qualify under Section 401(a) of the Code has received a favorable
determination from the Internal Revenue Service for all required amendments and
nothing has occurred which would prevent, or cause the loss of, such
qualification.  (b)No ERISA Event has
occurred or is expected to occur.  No
Pension Plan has any Unfunded Pension Liability.  Within the last six years, no Pension Plan
has been terminated, whether or not in a standard termination as that term is
used in Section 4041 of ERISA, nor has any Pension Plan (determined at any
time within the last six years) with an Unfunded Pension Liability been
transferred outside of the controlled group (within the meaning of Section 4001(a)(14)
of ERISA) of any Company or any of its ERISA Affiliates.  Using actuarial assumptions and computation
methods consistent with subpart I of subtitle E of Title IV of ERISA, the
aggregate liabilities of any Company or any of its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan, have not
resulted in, and could not reasonably be expected to result in, a Material
Adverse Effect.  (c)Except to the
extent required under Section 4980B of the Code, no Employee Benefit Plan
provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of any Company or any of its
ERISA Affiliates.  (d)To the extent
applicable, each Foreign Plan has been maintained in substantial compliance
with its terms and with the requirements of all Legal Requirements and has been
maintained, where required, in good standing with applicable regulatory
authorities.  No Company has incurred any
material obligation in connection with the termination of or withdrawal from
any Foreign Plan.  The present value of
the accrued benefit liabilities (whether or not vested) under each Foreign Plan
which is funded, determined as of the end of the most recently ended, fiscal
year of the respective Company on the basis of actuarial assumptions, each of
which is reasonable, did not exceed the current value of the property of such
Foreign Plan, and for each Foreign Plan which is not funded, the obligations of
such Foreign Plan are properly accrued.  45


Section 3.18Environmental
Matters.  (a)Except as could not
reasonably be expected to result in a loss to the condition (financial or
otherwise), results of operations, assets, properties, solvency, business,
prospects or value of the Companies, individually or in the aggregate, in
excess of $500,000:  (i)the
Companies and their businesses, operations and Real Property are and have at
all times during the Companies ownership or lease thereof been in compliance
with, and the Companies have no liability for any violation of, any applicable
Environmental Law;  (ii)the
Companies have obtained all Environmental Permits required for the conduct of
their businesses and operations as presently conducted, and the ownership, operation
and use of their Real Property, under all applicable Environmental Laws.  The Companies are in compliance with the
terms and conditions of such Environmental Permits, and all such Environmental
Permits are valid and in good standing. 
No expenditures or operational adjustments are reasonably anticipated to
be required to remain in compliance with the terms and conditions of, or to
renew or modify such Environmental Permits on or prior to the Final Maturity
Date;  (iii)there
has been no Release or threatened Release or any handling, management,
generation, treatment, storage or disposal of Hazardous Materials on, at, under
or from any Real Property or facility presently or formerly owned, leased or
operated by any of the Companies or their predecessors in interest that has
resulted in, or is reasonably likely to result in, liability or obligations by
any of the Companies for a violation of any Environmental Law or in an
Environmental Claim;  (iv)there
is no Environmental Claim pending or, to the knowledge of the Companies,
threatened in writing against any of the Companies, or relating to the Real
Property currently or formerly owned, leased or operated by any of the
Companies or relating to the operations of the Companies, and, to the knowledge
of the Companies, there are no actions, activities, circumstances, conditions,
events or incidents that are reasonably likely to form the basis of such an
Environmental Claim;  (v)no
person with an indemnity, contribution or other obligation to any of the Companies
relating to compliance with or liability under Environmental Law is in default
with respect to any such indemnity, contribution or other obligation;  (vi)no
Company is obligated to perform any action or otherwise incur any expense as a
result of or arising under any violation of or arising under any Environmental
Law, or pursuant to any Order or agreement by which it is bound or has assumed
by contract or agreement, and no Company is conducting or financing any
Response pursuant to any Environmental Law with respect to any Real Property or
any other location;  (vii)no
Real Property or facility owned, operated or leased by the Companies and, to
the knowledge of the Companies, no Real Property or facility formerly owned,
operated or leased by any of the Companies or any of their predecessors in
interest is (i) listed or proposed for listing on the National Priorities
List as defined in and promulgated pursuant to CERCLA or (ii) listed on
the Comprehensive Environmental Response, Compensation and Liability
Information System promulgated pursuant to CERCLA or (iii) to the
knowledge of the Companies, included on any similar list maintained by any
Governmental Authority that indicates  46


that any
Company has or may have an obligation to undertake investigatory or remediation
obligations under applicable Environmental Laws;  (viii)there
are no underground or aboveground storage tanks that are not in compliance with
Environmental Laws, whether empty or containing any Hazardous Material, located
on any Real Property;  (ix)no
Lien has been recorded or, to the knowledge of any Company, threatened in
writing under any Environmental Law with respect to any Real Property or
property of the Companies;  (x)the
execution, delivery and performance of this Agreement and the other Loan
Documents and the consummation of the Transactions and the other transactions
contemplated hereby and thereby will not require any notification,
registration, filing, reporting, disclosure, investigation, remediation or
cleanup obligations pursuant to any Governmental Real Property Disclosure
Requirements or any other Environmental Law; and  (xi)the
Companies are and have been in compliance with all applicable requirements
under the California Toxic Enforcement Act of 1986 (Proposition 65) with
respect to all products manufactured by any Company that are sold or
distributed in the State of California.  (b)The Companies have
made (or, prior to the Closing Date, will make) available to the Lenders all
material records and files in the possession, custody or control of, or
otherwise reasonably available to, the Companies concerning compliance with or
liability or obligation under Environmental Law, including those concerning the
condition of the Real Property or the actual or suspected existence or Release
of Hazardous Materials at, under or from Real Property or facilities currently
or formerly owned, operated, leased or used by any of the Companies.  Section 3.19Insurance.  Schedule 3.19 sets forth a true,
complete and accurate description in reasonable detail of all insurance
maintained by each Company as of the Closing Date.  Each Company has insurance in such amounts
and covering such risks and liabilities as are customary for companies of a
similar size engaged in similar businesses in similar locations.  All insurance maintained by the Companies is
in full force and effect, all premiums have been duly paid, no Company has
received notice of violation, invalidity or cancellation thereof, the Premises,
and the use, occupancy and operation thereof, comply in all material respects
with all Insurance Requirements, and there exists no default under any
Insurance Requirement.  Section 3.20Collateral Documents.  (a)  The
Collateral Documents will be effective to create (and will create) in favor of
the Collateral Agent (in its capacity as bailee and agent for the Secured
Parties pursuant to the Collateral Trust Agreement), for the benefit of the
Secured Parties, legal, valid, enforceable and fully perfected Liens on, and
security interests in, the Pledged Collateral, including the Pledged Collateral
with respect to which a security interest may be perfected only by possession
or control to the extent such possession or control has been given to the Collateral
Agent (which possession or control has been given to the Collateral Agent (in
its capacity as bailee and agent for the Secured Parties pursuant to the
Collateral Trust Agreement) to the extent possession or control by the
Collateral Agent is required by each Collateral Document); provided
that the only conditions required to be satisfied by the Administrative Agent
are those set forth in Section 11.19(a)(i)-(vi).  Upon the execution and delivery of the
Collateral Trust Joinder and the satisfaction of each of the other applicable
conditions of the Collateral Trust Agreement, the Liens created by the
Collateral Documents shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the  47


Pledged
Collateral other than such Pledged Collateral in which a security interest
cannot be perfected under the UCC as in effect at the relevant time in the
relevant jurisdiction, in each case subject to no Liens other than Permitted
Collateral Liens.  (b)[Reserved.]  (c)Upon the execution
and delivery of the Collateral Trust Joinder and the satisfaction of each of
the other applicable conditions of the Collateral Trust Agreement, each
Mortgage (if any) will be effective to create, in favor of the Collateral Agent
(in its capacity as bailee and agent for the Secured Parties pursuant to the
Collateral Trust Agreement), for its benefit and the benefit of the Secured
Parties, legal, valid and enforceable first priority Liens on, and security
interests in, all of the Companies right, title and interest in and to the
Mortgaged Properties thereunder and the proceeds thereof, subject only to
Permitted Collateral Liens, and when the Mortgages are filed in the offices
specified on Schedule 3.20(c) (or, in the case of any Mortgage
executed and delivered after the date thereof in accordance with the provisions
of Sections 5.11 and 5.12, when such Mortgage is filed in
the offices specified in the local counsel opinion delivered with respect
thereto in accordance with the provisions of Sections 5.11 and 5.12),
the Mortgages shall constitute fully perfected Liens on, and security interests
in, all right, title and interest of the Companies in the Mortgaged Properties
and the proceeds thereof, in each case prior and superior in right to any other
person, other than Permitted Collateral Liens to the extent such possession or
control has been given to the Collateral Agent; provided
that the only conditions required to be satisfied by the Administrative Agent
are those set forth in Section 11.19(a)(i)-(vi).  (d)Upon the execution
and delivery of the Collateral Trust Joinder and the satisfaction of each of
the other applicable conditions of the Collateral Trust Agreement, each
Collateral Document delivered pursuant to Sections 5.11 and 5.12
will, upon execution and delivery thereof, be effective to create in favor of
the Collateral Agent (in its capacity as bailee and agent for the Secured
Parties pursuant to the Collateral Trust Agreement), for the benefit of the
Secured Parties, legal, valid and enforceable Liens on, and security interests
in, all of the Loan Parties right, title and interest in and to the Pledged
Collateral thereunder, and (i) when all appropriate filings or recordings
are made in the appropriate offices as may be required under applicable Legal
Requirements and (ii) upon the taking of possession or control by the
Collateral Agent (in its capacity as bailee and agent for the Secured Parties
pursuant to the Collateral Trust Agreement) of such Pledged Collateral with
respect to which a security interest may be perfected only by possession or
control (which such possession or control shall be given to the Collateral
Agent to the extent required by any Collateral Document), the Liens in favor of
the Collateral Agent created under such Collateral Document will constitute
valid, enforceable and fully perfected first priority Liens on, and security
interests in, all right, title and interest of the Loan Parties in such Pledged
Collateral, in each case subject to no Liens other than Permitted Collateral
Liens other than such Pledged Collateral in which a security interest cannot be
perfected under the UCC as in effect at the relevant time in the relevant
jurisdiction.  (e)Upon the execution
and delivery by ICO Services Limited to Bank of America in England and Wales of
the Notice to Bank in Respect of a Charged Bank Account (the Notice to Bank in Respect of a Charged Bank Account)
substantially in the form attached hereto as Exhibit K, the Notice
to Bank in Respect of a Charged Bank Account may, and is intended by the
parties, to be effective to improve the charge previously granted under the
Composite Debenture in favor of the Collateral Agent (in its capacity as bailee
and agent for the Secured Parties pursuant to the Collateral Trust Agreement),
for the benefit of the Secured Parties.  Section 3.21[Reserved.]  48


Section 3.22Anti-Terrorism Law; Foreign
Corrupt Practices Act.  (a)  No Company and, to the knowledge of the Companies,
none of its Affiliates is in violation of any Legal Requirements relating to
terrorism or money laundering (Anti-Terrorism
Laws), including Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001 (the Executive Order), and the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56 (the Patriot Act).  (b)No Company and to
the knowledge of the Companies, no Affiliate or broker or other agent of any
Company acting or benefiting in any capacity in connection with the Credit
Extensions is any of the following:  (i)a
person that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;  (ii)a
person owned or controlled by, or acting for or on behalf of, any person that
is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;  (iii)a
person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;  (iv)a
person that commits, threatens or conspires to commit or supports terrorism
as defined in the Executive Order; or  (v)a
person that is named as a specially designated national and blocked person on
the most current list published by the U.S. Treasury Department Office of
Foreign Assets Control (OFAC) at its
official website or any replacement website or other replacement official
publication of such list.  (c)No Company and, to
the knowledge of the Companies, no broker or other agent of any Company acting
in any capacity in connection with the Loans (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any person described in Section 3.22(b), (ii) deals
in, or otherwise engages in any transaction relating to, any property or
interests in property blocked pursuant to the Executive Order, or (iii) engages
in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.  (d)No Company nor any
director or officer, nor to the knowledge of any Company, any agent, employee
or other person acting, directly or indirectly, on behalf of any Company, has,
in the course of its actions for, or on behalf of, the Company, directly or
indirectly (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made
any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977;
or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.  Section 3.23Subordination of
Convertible Senior Secured Notes, etc.. 
Upon the execution and delivery of the Collateral Trust Joinder and the
satisfaction of each of the other applicable conditions of the Collateral Trust
Agreement; the Obligations and the Guaranteed Obligations will be First
Priority Lien Debt and First Priority Lien Obligations within the meaning of
the Collateral Trust Agreement; provided that
the only conditions required to be satisfied by the Administrative Agent to become
a party to the Collateral Trust Agreement are those set forth in Sections
11.19(a)(i)-(vi).  Upon the execution
and  49


delivery of
the Collateral Trust Joinder and the satisfaction of each of the other
applicable conditions of the Collateral Trust Agreement, the Secured Parties
will be First Priority Secured Parties within the meaning of the Collateral
Trust Agreement.  There is no other Series (as
defined in the Collateral Trust Agreement) of First Priority Lien Debt
outstanding or issued.  Section 3.24Representations
and Warranties Under Convertible Senior Secured Note Documents.  Except as expressly modified or supplemented
by the Perfection Certificate, as of the Closing Date, all representations and
warranties of each Company under the Collateral Documents entered into in
connection with the Convertible Senior Secured Note Documents are true and
correct in all material respects, as of the date hereof, except for any such
representations and warranties that expressly relate to a an earlier date,
which representations and warranties are true and correct in all material
respects as of such earlier date; provided that
any representation and warranty that is qualified as to materiality, Material
Adverse Effect or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates.  Section 3.25Representations and Warranties Under Debt
Financing Letters.  Therepresentations and warranties to
the Arranger that, except with respect to clause (ii) of the second
paragraph of the letter agreement dated March 21, 2008, between the
Arranger and Borrower, which was subject to board approval as set forth therein
(which approval of the Board of Directors of Borrower was obtained on or prior
to the date hereof), (i) the agreements of Borrower set forth in the Debt
Financing Letters have been duly authorized by Borrower, and (ii) that
each Debt Financing Letter was duly executed and delivered by Borrower and
constitutes the valid and binding agreement of Borrower, enforceable against
Borrower in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors rights generally, and except that the
availability of the remedy of specific performance or other equitable relief is
subject to the discretion of the court before which any proceeding therefor may
be brought, are true and correct.  Section 3.26Collateral
Trust Agreement and Convertible Senior Secured Note Documents.  As of
the Closing Date, except as set forth on Schedule 3.26, neither the
Collateral Trust Agreement nor any other Convertible Senior Secured Note
Document has been amended, amended and restated, waived (whether through
estoppel or otherwise), supplemented or otherwise modified since the date of
execution thereof.  Section 3.27Loan Agreement
Under the Collateral Trust Agreement. 
Upon the execution and delivery of the Collateral Trust Joinder and the
satisfaction of each of the other applicable conditions of the Collateral Trust
Agreement, this Agreement will be the Loan Agreement referred to in the
Collateral Trust Agreement, and, upon the execution and delivery of the
Collateral Trust Joinder and the satisfaction of each of the other applicable
conditions of the Collateral Trust Agreement, the Obligations hereunder will
constitute First Priority Lien Obligations (as defined in the Collateral Trust
Agreement) secured on a perfected first priority basis by the Pledged
Collateral pursuant to the Collateral Documents, subject only to Permitted Collateral Liens; provided that the only conditions required to be satisfied
by the Administrative Agent to become a party to the Collateral Trust Agreement
are those set forth in Sections 11.19(a)(i)-(vi).  Section 3.28[Reserved.]  Section 3.29Communications
Licenses.  (a)  Schedule 3.29 accurately
and completely lists, as of the date hereof, for Borrower and each of its
Subsidiaries, all Material Communications Licenses (and the expiration dates
thereof) granted or assigned to Borrower or any Subsidiary, including, without
limitation, for (A) each Satellite owned by Borrower or any of its
Subsidiaries, all space station licenses  50


or authorizations, including placement on the FCCs Permitted Space
Station List, for operation of Satellites with C-band or Ku-band transponders
issued or granted by the FCC to Borrower or any of its Subsidiaries and (B) for
each Earth Station of Borrower and its Subsidiaries.  (b)The Communications
Licenses listed on Schedule 3.29 include all material authorizations,
licenses, and permits issued by the FCC or any other Governmental Authority
that are required or necessary for the operation and the conduct of the
business of Borrower and its Subsidiaries, as now conducted..  Schedule 3.29 also sets forth all
pending applications for all material authorizations, licenses, and permits
issued by the FCC or any other Governmental Authority that are Communications
Licenses that are required or necessary for the operation and the conduct of
the business of Borrower and its Subsidiaries, as now conducted.  Each Communications License listed on Schedule
3.29 is issued in the name of the Subsidiary indicated on such schedule.  (c)Each Material
Communications License is in full force and effect.  Borrower has no knowledge of any condition
imposed by the FCC or any other Governmental Authority as part of any
Communications License which is neither set forth on the face thereof as issued
by the FCC or any other Governmental Authority nor contained in the rules and
regulations of the FCC or any other Governmental Authority applicable generally
to telecommunications activities of the type, nature, class or location of the
activities in question or any other applicable telecommunications Legal
Requirements.  Each applicable location
of Borrower or any of its Subsidiaries has been and is being operated in all material
respects in accordance with the terms and conditions of the Communications
License applicable to it and Applicable Law, including but not limited to the
Communications Act and the rules and regulations issued thereunder.  (d)No proceedings in
respect of which there is a reasonable likelihood of an adverse determination
are pending or, to Borrowers knowledge, are threatened in writing which may
result in the loss, revocation, modification, non-renewal, suspension or
termination of any Communications License, the issuance of any cease and desist
order or the imposition of any fines, forfeitures or other administrative
actions by the FCC or any other Governmental Authority with respect to any
operations of Borrower and its Subsidiaries, which in any case (i) relates
to a Material Communication License or (ii) could otherwise reasonably be
expected to have a Material Adverse Effect.  (e)All reports,
applications and other documents required to be filed by Borrower or any of its
Subsidiaries with the FCC or any other Governmental Authority with respect to
the actual or contemplated businesses or operations of the Companies have been
timely filed, and all such reports, applications and documents are true,
correct and complete in all respects, except where the failure to make such
timely filing or any inaccuracy therein could not reasonably be expected to
have a Material Adverse Effect, and Borrower has no knowledge of any matters in
respect of which there is a reasonable likelihood of an adverse determination
which could reasonably be expected to result in the loss, revocation,
modification, non-renewal, suspension or termination of any Communications
License or the imposition on Borrower of any fines or forfeitures by the FCC or
any other Governmental Authority with respect to any Communications License, or
which could reasonably be expected to result in a revocation, rescission,
reversal or modification of any applicable authorization of Borrower and its
Subsidiaries to operate as currently authorized under Applicable Law, including
but not limited to the Communications Act and the policies, rules and
regulations of the FCC, which in any case (i) relates to a Material
Communication License or (ii) could otherwise reasonably be expected to
have a Material Adverse Effect.  Section 3.30Auction
Rate Securities.  Each ARS
held, directly or indirectly, beneficially or of record by any Company as of
the Closing Date is listed on Schedule 1.01(d).  51


Section 3.31MSS/ATC
FCC License Applications.  Each outstanding application for any MSS/ATC
FCC License made by, or on behalf of, any Company as of the Closing Date is
listed on Schedule 3.31.  ARTICLE IV
CONDITIONS TO CREDIT EXTENSIONS  Section 4.01Conditions
to Initial Credit Extension.  The obligation of each Lender to fund the
initial Credit Extension requested to be made by it shall be subject to the
prior or concurrent satisfaction of each of the conditions precedent set forth
in this Section 4.01.  (a)Loan Documents.  All legal matters incident to this Agreement,
the Credit Extensions hereunder and the other Loan Documents shall be
satisfactory to the Lenders and to the Administrative Agent and there shall
have been delivered to the Administrative Agent a properly executed counterpart
of each of the Loan Documents and the Perfection Certificate.  (b)Corporate
Documents.  The Administrative Agent
shall have received:  (i)a certificate of
the secretary or assistant secretary of each Loan Party dated the Closing Date,
certifying (A) that attached thereto is a true and complete copy of each
Organizational Document of such Loan Party certified (to the extent applicable)
as of a recent date by the Secretary of State of the state of its organization,
(B) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of such Loan Party authorizing the execution,
delivery and performance of the Loan Documents to which such person is a party
and, in the case of Borrower, the Credit Extensions hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect and (C) as to the incumbency and specimen signature of each
officer executing any Loan Document or any other document delivered in
connection herewith on behalf of such Loan Party (together with a certificate
of another officer as to the incumbency and specimen signature of the secretary
or assistant secretary executing the certificate required by this clause (i));  (ii)a certificate as to
the good standing of each Loan Party (in so-called long-form if available) as
of a recent date, from such Secretary of State; and  (iii)such other documents,
instruments or certificates as the Lenders or the Administrative Agent may
reasonably request.  (c)Officers
Certificate.  The Administrative
Agent shall have received a certificate, dated the Closing Date and signed by
the chief executive officer and the chief financial officer of Borrower,
confirming compliance with the conditions precedent set forth in this Section 4.01
and Sections 4.02(b), (c) and (d); provided that such certification shall not apply to (i) the
Administrative Agents, the Collateral Agents or the Lenders satisfaction
that any of the conditions in Sections 4.01(a), (d)(i), (e),
(h)(ii), (i), (j), (k), (n)(vi), (n)(vii),
(p), (q) and (r) have been met, only that such
underlying conditions have been met, or (ii) Section 4.01(d)(iii).  (d)Loan Documents.  (i) Each
of the Loan Documents shall be in form and substance satisfactory to the
Administrative Agent, the Arranger and the Required Lenders, and each of the
Loan Documents required to be executed 
and delivered on the Closing Date shall be in full force and effect on
the Closing Date.  The Transactions shall
have been consummated, on the date thereof, or shall be consummated
simultaneously on the Closing Date.  52


(ii)The representation
and warranty in Section 3.09(d) shall be true and correct in
all respects.  (iii)The Lenders shall be
satisfied with the capitalization, the terms and conditions of any equity
arrangements and the corporate or other organizational structure of the
Companies.  (e)Financial
Statements.  The Lenders shall have
received and shall be satisfied with the form and substance of the financial
statements described in Section 3.04.  (f)Indebtedness
and Minority Interests.  After giving
effect to the Transactions and the other transactions contemplated hereby, no
Company shall have outstanding any Indebtedness or Preferred Stock other than (i) the
Loans hereunder, (ii) the Convertible Senior Secured Notes, (iii) the
Indebtedness listed on Schedule 6.01(b) and (iv) Indebtedness
owed to any Company.  (g)Opinions of
Counsel.  The Administrative Agent shall
have received, on behalf of itself, the other Agents and the Lenders, a
favorable written opinion of (i) Holme Roberts & Owen LLP,
special counsel for the Loan Parties, in form and substance satisfactory to the
Administrative Agent and the Arranger, and (ii) local, foreign and
regulatory counsel listed on Schedule 4.01(g) for the Loan Parties
in form and substance, satisfactory to the Administrative Agent and the
Arranger in each case (A) dated the Closing Date, (B) addressed to
the Agents and the Lenders and (C) covering such matters relating to the
Loan Documents and the Transactions as the Administrative Agent or the Required
Lenders shall reasonably request.  (h)Solvency
Certificate and Other Reports.  (i)The Administrative
Agent shall have received a solvency certificate (a Solvency Certificate) in the form of Exhibit I, dated
the Closing Date and signed by the chief financial officer of Borrower.  (ii)The Lenders shall
have received all other reports and opinions of appraisers, consultants or other
advisors retained by them to review the business, operation or condition of the
Companies giving effect to the Transactions, and shall be satisfied with such
reports and opinions.  (i)Legal
Requirements.  The Administrative
Agent and the Lenders shall be satisfied that each Company, and the
Transactions shall be in full compliance with all material Legal Requirements,
including Regulations T, U and X of the Board, and shall have received
satisfactory evidence of such compliance reasonably requested by them.  (j)Consents.  The Administrative Agent and the Lenders
shall be satisfied that all requisite Governmental Authorities, equityholders
and third parties shall have approved, authorized or consented to the
Transactions, and there shall be no governmental or judicial action, actual or
threatened in writing, that has or would have, individually or in the
aggregate, a reasonable likelihood of restraining, preventing or imposing
burdensome conditions on the Transactions or the other transactions contemplated
hereby.  (k)Litigation.  There shall not exist any claim, action,
suit, investigation, litigation or proceeding pending or threatened in writing
by or before any court, or any governmental, administrative or regulatory
agency or authority, domestic or foreign, that, in the opinion of the
Administrative Agent or any Lender (a)(i) there is a reasonable likelihood
of an adverse determination (or there has been an adverse determination) and (ii) has
had, or could reasonably be expected to result in, a  53


Material Adverse Effect, or (b) materially and adversely impacts
the ability of any Company to perform its obligations under the Loan Documents
or the Convertible Senior Secured Note Documents, or the ability of the parties
to consummate the financings contemplated hereby.  (l)Uses.  The uses of the Credit Extensions shall be as
set forth in Section 3.12.  (m)Fees.  The Arranger and Administrative Agent shall
have received all Fees and other amounts due and payable on or prior to the
Closing Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses (including the premiums, survey charges and
recording taxes and fees and the legal fees and expenses of Proskauer Rose LLP,
special counsel to the Administrative Agent and Arranger, and the fees and
expenses of any local counsel, foreign counsel, appraisers, consultants and
other advisors) required to be reimbursed or paid by the Companies hereunder or
under any other Loan Document.  (n)Personal
Property Requirements.  The
Collateral Agent shall have received (in its capacity as bailee and agent for
the Secured Parties pursuant to the Collateral Trust Agreement):  (i)all certificates,
agreements or instruments representing or evidencing the Investment Property,
including all Pledged Equity (as such terms are defined in the Security and
Pledge Agreement), accompanied by instruments of transfer and stock powers
undated and endorsed in blank;  (ii)all other
certificates, agreements, including control agreements, or instruments
necessary to perfect the Collateral Agents security interest in all Chattel
Paper, all Instruments, all Deposit Accounts identified in Schedule 16
to the Perfection Certificate and all Investment Property of each Company (as
each such term is defined in, and to the extent required by, the applicable
Collateral Documents);  (iii)UCC financing
statements in appropriate form for filing under the UCC, filings with the
United States Patent and Trademark Office and United States Copyright Office
and such other documents under applicable Legal Requirements in each
jurisdiction as may be necessary or appropriate or, in the opinion of the
Collateral Agent, desirable to perfect the Liens created, or purported to be created,
by the Collateral Documents and, with respect to all UCC financing statements
required to be filed pursuant to the Loan Documents, evidence satisfactory to
the Collateral Agent that Borrower has retained, at its sole cost and expense,
a service provider acceptable to the Collateral Agent for the tracking of all
such financing statements and notification to the Collateral Agent, of, among
other things, the upcoming lapse or expiration thereof; provided
that, except as otherwise provided in the Collateral Documents or to ensure the
accuracy of the representation and warranties in Section 3.20, no
additional financing statements or other documents shall be required to be
delivered pursuant to this Section 4.01(n)(iii) prior to the
initial Credit Extension;  (iv)certified copies,
each as of a recent date, of (w) the UCC searches required to be attached
as Exhibit 5 to the Perfection Certificate, (x) United States
Patent and Trademark Office and United States Copyright Office searches with
respect to each Company, (y) tax and judgment lien searches, bankruptcy
and pending lawsuit searches or equivalent reports or searches listing all
effective lien notices or comparable documents that name any Company as debtor
and that are filed in the state and county jurisdictions in which any Company
is organized or maintains its principal place of business, and (z) such
other searches that the Collateral Agent deems necessary or appropriate;  (v)[Reserved];  54


(vi)evidence reasonably
acceptable to the Administrative Agent of payment or arrangements for payment
by the Companies of any applicable filing or recording taxes, fees, charges,
costs and expenses required for the filing or recording of the Collateral
Documents; and  (vii)evidence reasonably
satisfactory to the Administrative Agent that the Companies have complied with
all their obligations with respect to the Pledged Collateral contained in the
Collateral Documents including the Collateral Trust Agreement, including (y) the
delivery and filing or recordations, as applicable, of financing statements,
intellectual property and other recordations and the equivalents thereof in
foreign jurisdictions, and (z) the delivery to the Collateral Agent
(acting in its capacity as bailee and agent for the Secured Parties pursuant to
the Collateral Trust Agreement) of possessory Pledged Collateral.  (o)[Reserved.]  (p)Insurance.  The Administrative Agent shall have received
a copy of, or a certificate as to coverage under, the insurance policies
required by Section 5.04 and the applicable provisions of the
Collateral Documents, each of which shall, to the extent required by the
Collateral Documents, including Section 4.4 of the Security and Pledge
Agreement, be endorsed or otherwise amended to include a standard or New
York lenders loss payable or mortgagee endorsement (as applicable) and shall
name the Collateral Agent, on behalf of the Secured Parties, as additional
insured, in form and substance satisfactory to the Administrative Agent and the
Collateral Agent.  (q)Bank Regulatory
Documentation.  The Administrative
Agent and the Lenders shall have received, in form and substance satisfactory
to them, all documentation and other information required by bank regulatory authorities
or reasonably requested by the Administrative Agent or any Lender under or in
respect of applicable Anti-Terrorism Laws or know-your-customer Legal
Requirements, including the Executive Order.  (r)Collateral Trust
Agreement.  The Loan Parties shall
have satisfied each of the conditions set forth in the Collateral Trust
Agreement and required to be satisfied by the Loan Parties necessary to make
the Administrative Agent party to the Collateral Trust Agreement and to render
the representations and warranties in Sections 3.20 and 3.23
true and correct (without regard to the language regarding the satisfaction of
the conditions of the Collateral Trust Agreement), and no further actions or
steps shall be necessary to make the Administrative Agent party to the
Collateral Trust Agreement.  The Loan
Parties shall be party to the Collateral Documents, including the Collateral
Trust Agreement, and such documents shall be in full force and effect.  (s)The Administrative Agent shall be satisfied
that Borrower shall have satisfied the requirements of clauses (w), (x), (y) and
(z) of the proviso in the First Lien Priority Lien Debt definition
contained in the Collateral Trust Agreement.  (t)The consolidated
balance sheet of Borrower as of the end of the fiscal year ended December 31,
2007 and related consolidated statements of income, cash flows and stockholders
equity for such fiscal year, in comparative form with such financial statements
as of the end of, and for, the preceding fiscal year, and notes thereto, all
prepared in accordance with Regulation S-X, shall have been accompanied by the
opinion of Deloitte & Touche (which opinion shall not be qualified as
to scope or contain any going concern or other qualification or exemption)
stating that such financial statements fairly present, in all material
respects, the consolidated financial condition, results of operations and cash
flows of Borrower as of the dates and for the periods specified in accordance
with GAAP.  The Administrative Agent and
the Required Lenders shall have received a copy of any management letter
received by any  55


Company on or before the Closing Date from its certified public
accountants and the managements responses thereto in connection with such
financial statements.  (u)The Arranger shall
have completed confirmatory legal, environmental and regulatory due diligence,
including with respect to the Collateral Documents, and shall be satisfied with
the results thereof.  (v)The Bank of New
York, in its capacity as Collateral Agent, shall have executed and delivered
this Agreement.  (w)The Collateral
Agent (in its capacity as bailee and agent for the Secured Parties pursuant to
the Collateral Trust Agreement) shall have a legal, valid and enforceable first
priority security interest in the Auction Rate Securities (and the proceeds of
any ARS Conversion) held, transferred or required to be transferred to
Jefferies & Company, Inc. pursuant to the Debt Financing Letters,
which security interest shall have been perfected by control (as such term is
used in Articles 8 and 9 of the UCC) pursuant to one or more control agreements
reasonably satisfactory to the Collateral Agent and the Administrative Agent.  (x)The Administrative
Agent shall have received, for further delivery to the Collateral Agent in form
and substance satisfactory to the Administrative Agent (i) amendments to
any UCC financing statements delivered in connection with the transactions
contemplated by the Convertible Senior Note Documents, in which the exact legal
name of the debtor is incorrect in any respect, (ii) amendments to each
UCC financing statement that names ICO
Satellite Services G.P. (the owner of the ICO Satellite) as the debtor
to amend the collateral description to specifically reference the ICO Satellite
in a manner satisfactory to the Administrative Agent, (iii) a termination
statement to the UCC financing statement that names Borrower, as the debtor,
and The Bank of New York (as indenture trustee), as the secured party.  Section 4.02Conditions
to All Credit Extensions.  The obligation of each Lender and each
Issuing Bank to make any Credit Extension (including the initial Credit
Extension) shall be subject to, and to the satisfaction of, each of the conditions
precedent set forth below.  (a)Compliance with
Debt Financing Letters.  Borrower
shall have complied in all respects with its obligations under the Debt
Financing Letters, including clauses (i) and (ii) of the second
paragraph of the Debt Financing Letters referred to in clause (ii) of the
definition of such term but excluding paragraph 6 of the Debt Financing Letter
referred to in clause (ii) of the definition of such term and other
obligations that arise under the Debt Financing Letters to the extent such
obligations relate directly and solely to such paragraph 6.  (b)Notice.  The Administrative Agent shall have received
a Borrowing Request as required by Section 2.03 (or such notice
shall have been deemed given in accordance with Section 2.03).  (c)No Default.  Borrower and each other Loan Party shall be
in compliance in all material respects with all the terms and provisions set
forth herein and in each other Loan Document on its part to be observed or
performed, and, at the time of and immediately after giving effect to the
Credit Extension and the application of the proceeds thereof, no Default shall
have occurred and be continuing on such date.  (d)Representations
and Warranties.  Each of the
representations and warranties made by any Company set forth in Article III
or in any other Loan Document shall be true and correct in all material
respects on and as of the date of the Credit Extension with the same effect as
though made on  56


and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respects on and as of such earlier date); provided that
any representation and warranty that is qualified as to materiality, Material
Adverse Effect or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates.  (e)No Legal Bar.  No Order of any Governmental Authority shall
purport to restrain any Lender from making any Loans to be made by it.  No injunction or other restraining Order
shall have been issued, shall be pending or noticed with respect to any action,
suit or proceeding seeking to enjoin or otherwise prevent the consummation of,
or to recover any damages or obtain relief as a result of, the transactions
contemplated by this Agreement or the making of Loans hereunder.  The Administrative Agent shall be reasonably
satisfied that no proceeding in respect of which there is a reasonable
likelihood of an adverse determination shall be pending or threatened in
writing which may result in the loss, revocation, modification, nonrenewal,
suspension, or termination of any Material Communications License, the issuance
of any cease and desist order or the imposition of any fines, forfeitures or
other administrative actions by the FCC with respect to any operations of
Borrower and its Subsidiaries.  The
Administrative Agent shall be reasonably satisfied that no proceeding shall be
pending or threatened in writing which may result in the denial by the FCC of
any pending material applications of Borrower or any Subsidiary thereof, if
such denial could reasonably be expected to have a Material Adverse Effect.  Each of the delivery of a Borrowing Request
and the acceptance by Borrower of the proceeds of the Credit Extension shall
constitute a representation and warranty by Borrower and each other Company
that on the date of the Credit Extension (both immediately before and after
giving effect to the Credit Extension and the application of the proceeds
thereof) the conditions contained in Section 4.01 (in the case of the
initial Credit Extension) and this Section 4.02 have been
satisfied.  Borrower shall provide such
information (including calculations in reasonable detail of the covenants in Section 6.10)
as the Administrative Agent may reasonably request to confirm that the
conditions in this Section 4.02 have been satisfied.  ARTICLE V
AFFIRMATIVE COVENANTS  Each Company warrants, covenants and agrees
with the Agents and each Lender that so long as this Agreement shall remain in
effect and until the Commitments have been terminated and the principal of and
interest and premium (if any) on each Loan, all Fees and all other expenses or
amounts payable under any Loan Document shall have been paid in full, each
Company will, and will cause each of its Subsidiaries to:  Section 5.01Financial
Statements, Reports, etc.  Furnish to the Administrative Agent and each
Lender:  (a)Annual Reports.  As soon as available and in any event within
90 days after the end of each fiscal year (but no later than the date on
which Borrower would be required to file a Form 10-K under the Exchange
Act if it were subject to Sections 15 and 13(d) of the Exchange Act),
(i) the consolidated balance sheet of Borrower as of the end of such
fiscal year and related consolidated statements of income, cash flows and
stockholders equity for such fiscal year, in comparative form with such
financial statements as of the end of, and for, the preceding fiscal year, and
notes thereto (including a note with a consolidating balance sheet and
statements of income and cash flows separating out Borrower and its
Subsidiaries), all prepared in accordance with Regulation S-X and accompanied
by an opinion of Deloitte & Touche LLP or other independent public
accountants of recognized national standing reasonably satisfactory to the
Administrative Agent (which opinion shall not be qualified as to scope or  57


contain any going concern or other qualification or exemption), stating
that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of
Borrower as of the dates and for the periods specified in accordance with GAAP,
(ii) a management report in a form reasonably satisfactory to the
Administrative Agent setting forth, on a consolidating basis, the financial
condition, results of operations and cash flows of Borrower as of the end of
and for such fiscal year, compared to the end of and for the previous fiscal
year and budgeted amounts, and (iii) a managements discussion and
analysis of the financial condition and results of operations for such fiscal
year, as compared to the previous fiscal year and budgeted amounts;  (b)Quarterly
Reports.  As soon as available and in
any event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year (but no later than the date on which Borrower
would be required to file a Form 10-Q under the Exchange Act if it were
subject to Sections 15 and 13(d) of the Exchange Act), (i) the
consolidated balance sheet of Borrower as of the end of such fiscal quarter and
related consolidated statements of income and cash flows for such fiscal
quarter and for the then elapsed portion of the fiscal year, in comparative
form with the consolidated statements of income and cash flows for the
comparable periods in the previous fiscal year, and notes thereto (including a
note with a consolidating balance sheet and statements of income and cash flows
separating out Borrower and its Subsidiaries), all prepared in accordance with
Regulation S-X and accompanied by a certificate of a Financial Officer stating
that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of
Borrower as of the date and for the periods specified in accordance with GAAP
consistently applied, and on a basis consistent with audited financial
statements referred to in clause (a) of this Section 5.01,
subject to normal year-end audit adjustments and the absence of footnotes, (ii) a
management report in a form reasonably satisfactory to the Administrative Agent
setting forth, on a consolidating basis, the financial condition, results of
operations and cash flows of Borrower as of the end of and for such fiscal
quarter and for the then elapsed portion of the fiscal year, compared to the
end of such fiscal quarter and for the comparable periods in the previous
fiscal year and budgeted amounts, and (iii) a managements discussion and
analysis of the financial condition and results of operations for such fiscal
quarter and the then elapsed portion of the fiscal year, as compared to the
comparable periods in the previous fiscal year and budgeted amounts;  (c)[Reserved.]  (d)Financial
Officers Certificate.  (i) Concurrently
with any delivery of financial statements under Section 5.01(a) or
(b) above, a Compliance Certificate certifying that no Default has
occurred or, if such a Default has occurred, specifying in reasonable detail
the nature and extent thereof and any corrective action taken or proposed to be
taken with respect thereto; (ii) concurrently with any delivery of
financial statements under Section 5.01(a) or (b) above,
a Compliance Certificate setting forth computations in reasonable detail
satisfactory to the Administrative Agent demonstrating compliance with the covenants
contained in Section 6.10; and (iii) in the case of annual
financial statements delivered pursuant to Section 5.01(a) above,
a written statement of the accounting firm opining on or certifying such
financial statements stating that in making the examination necessary for
certification of such financial statements nothing has come to their attention
that would lead them to believe that any Default has occurred or, if in the
opinion of such accounting firm such a Default has occurred, specifying in reasonable
detail the nature and period of existence thereof;  (e)Financial
Officers Certificate Regarding Collateral. 
In August of each year (and, in no event later than August 20th
of any year), a certificate of a Financial Officer of Borrower certifying that (i) all
UCC financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations, including all refilings,
rerecordings and reregistrations, containing a sufficient description of the
Pledged Collateral have been filed of record in each governmental, municipal or
other appropriate office in each jurisdiction necessary to protect, perfect or  58


maintain the perfection or priority of the Liens under the Collateral
Documents for a period of not less than 18 months after the date of such
certificate (except as noted therein with respect to any continuation
statements to be filed within such period), and (ii) all possessory
Pledged Collateral required to be delivered to the Collateral Agent or the
Administrative Agent pursuant to the Collateral Documents has been so
delivered;  (f)Public Reports.  Promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements, notices
and other materials or information filed by any Company with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of the Securities and Exchange Commission, or with any national
securities exchange;  (g)Management
Letters.  Promptly after the receipt
thereof by any Company, a copy of any management letter received by any such
person from its certified public accountants and the managements responses
thereto;  (h)[Reserved.]  (i)Organization.  Within 30 days after the close of each fiscal
year of Borrower, Borrower shall deliver an accurate and complete organization
chart showing in reasonable detail the ownership structure of the Companies as
of the last day of such fiscal year, or confirm that there are no changes to Schedule 3.07(c);  (j)Organizational
Documents.  Promptly, from time to
time, (i) copies of any Organizational Documents that have been amended or
modified in a manner that is, or could reasonably be expected to be, adverse in
any material respects to any Agent or Lender, and (ii) a copy of any
notice of default (or equivalent) given or received by any Company under any
Organizational Document within 15 days after such Company gives or receives
such notice;  (k)Convertible
Senior Secured Notes Information. 
Promptly, from time to time, (i) any information, documents or
disclosure provided to holders of the Convertible Senior Secured Notes required
to be delivered to such holders pursuant to Section 5.03 of the Convertible
Indenture, and (ii) any legal opinions required to be delivered, or
delivered, pursuant to the Convertible Indenture, in each case, whether or not
the Convertible Indenture is then in effect; and  (l)Other
Information.  Promptly, from time to
time, such other information regarding the operations, business affairs and
financial condition of any Company, or compliance with the terms of any Loan
Document, or the environmental condition of any Real Property, as the
Administrative Agent or any Lender may reasonably request.  Section 5.02Litigation
and Other Notices. 
Furnish to the Administrative Agent and each Lender written notice of
the following promptly (and, in any event, within three Business Days following
the occurrence thereof):  (a)any Event of Default,
specifying the nature and extent thereof and the corrective action (if any)
taken or proposed to be taken with respect thereto;  (b)the filing or
commencement of, or any written threat or notice of intention of any person to
file or commence, any action, suit, litigation or proceeding, whether at law or
in equity or otherwise by or before any Governmental Authority, (i) against
any Company that has had, or could  59


reasonably be expected to result in, a Material Adverse Effect, (ii) with
respect to any Loan Document or (iii) with respect to any of the other
Transactions;  (c)any development
that has resulted, or could reasonably be expected to result, in a Material
Adverse Effect;  (d)the occurrence of a
Casualty Event in excess of $1,000,000 (whether or not covered by insurance);  (e)the occurrence of
any ERISA Event that, alone or together with any other ERISA Events that have
occurred, could reasonably be expected to result in liability of Borrower and
its Subsidiaries in an aggregate amount exceeding $1,000,000;  (f)the receipt by any
Company of any notice of any Environmental Claim or violation of or potential
liability under, or knowledge by any Company that there exists a condition that
has resulted, or could reasonably be expected to result, in an Environmental
Claim or a violation of or liability under, any Environmental Law, except for
Environmental Claims, violations and liabilities the consequence of which, in
the aggregate, have not and could not be reasonably likely to subject the
Companies collectively to liabilities exceeding $1,000,000;  (g)(i) the
incurrence of any Lien (other than Permitted Collateral Liens) on, or claim
asserted against, all or any material portion of the Pledged Collateral or (ii) the
occurrence of any other event which could reasonably be expected to materially
adversely affect the value of the Pledged Collateral, taken as a whole;  (h)(i) any
citation, notice of violation or order to show cause issued by the FCC or any
Governmental Authority with respect to any Material Communications License, and
(ii) if applicable, a copy of any notice or application by Borrower
requesting authority to or notifying the FCC of its intent to cease
telecommunications operations for any period in excess of ten days, or (iii) notice
of any other action, proceeding or other dispute, which, if adversely
determined, could reasonably be expected to result in the loss or revocation of
any Material Communications License; and  (i)any lapse, loss,
modification, suspension, termination or relinquishment of any Material
Communications License, permit or other authorization from the FCC or other
Governmental Authority held by Borrower or any Subsidiary thereof or any
failure of the FCC or other Governmental Authority to renew or extend any such
Material Communications License, permit or other authorization for the usual
period thereof and of any complaint against Borrower or any of its Subsidiaries
or other matter filed with or communicated to the FCC or other Governmental
Authority.  Section 5.03Existence;
Businesses and Properties.  (a)  Do or
cause to be done all things necessary to preserve, renew and maintain in full
force and effect its legal existence, except as otherwise permitted under Section 6.05,
Section 6.06 or Section 6.08.  (b)Do or cause to be
done all things necessary to obtain, preserve, renew, extend and keep in full
force and effect the rights, licenses, permits, privileges, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in substantially
the manner in which it is conducted and operated on the Closing Date; comply
with all applicable Legal Requirements (including any and all zoning, building,
Environmental Law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Real Property) and decrees
and Orders of any Governmental Authority, whether now in effect or hereafter
enacted, except where the failure to comply with such Legal Requirements  60


could not reasonably be expected to result in a
Material Adverse Effect; pay and perform its obligations under all Leases
except where the failure to perform such obligations could not reasonably be
expected to result in a Material Adverse Effect; pay and perform its
obligations under all Loan Documents; and at all times maintain, preserve and
protect all property material to the conduct of such business and keep such
property in good repair, working order and condition (other than wear and tear
occurring in the ordinary course of business) and from time to time make, or
cause to be made, all necessary and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall
prevent (i) dispositions of property, consolidations or mergers by or
involving any Company in accordance with Section 6.05, Section 6.06
or Section 6.08; (ii) the withdrawal by any Company of its
qualification as a foreign corporation in any jurisdiction where such
withdrawal could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any Intellectual
Property that such Company reasonably determines is not useful to its
businesses or no longer commercially desirable.  Section 5.04Insurance.  (a)  Keep
its insurable property adequately insured at all times by financially sound and
reputable insurers; maintain such other insurance, to such extent and against
such risks as is customary with companies in the same or similar businesses
operating in the same or similar locations, including insurance with respect to
Mortgaged Properties and other properties material to the business of the
Companies against such casualties and contingencies and of such types and in
such amounts with such deductibles as is customary in the case of similar
businesses operating in the same or similar locations, including (i) physical
hazard insurance on an all risk basis, (ii) commercial general liability
against claims for bodily injury, death or property damage covering any and all
insurable claims, (iii) explosion insurance in respect of any boilers,
machinery or similar apparatus constituting Pledged Collateral, (iv) business
interruption insurance, (v) workers compensation insurance and such other
insurance as may be required by any Legal Requirement, (vi) launch
insurance in an amount at least equal to the replacement cost of the launch vehicle
for the ICO Satellite and the ICO Satellite, (vii) in-orbit insurance in
an amount equal to the net book value of the ICO Satellite, and (viii) such
other insurance against risks as the Administrative Agent may from time to time
require (in each case, such policies to be in such form and amounts and having
such coverage as may be reasonably satisfactory to the Administrative Agent and
the Collateral Agent); provided
that with respect to physical hazard insurance, (x) neither the Collateral
Agent nor the applicable Company shall agree to the adjustment of any claim
thereunder without the consent of the other (such consent not to be
unreasonably conditioned, withheld or delayed), and (y) no consent of any
Company shall be required during an Event of Default; provided
further that with respect to clauses (vi) and (vii) hereof,
Borrower shall (x) commence the insurance renewal process within 80 days
prior to the expiration of the applicable policies thereof, (y) provide
the Administrative Agent and Lenders with written weekly progress updates in
reasonable detail on the insurance renewal process thereafter until such
policies are renewed, and (z) renewed policies shall have been issued at
least 15 days prior to the expiration date thereof.  (b)All such insurance shall (i) provide
that no cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least 15 days after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent
as mortgagee (in the case of property insurance) or additional insured on
behalf of the Secured Parties (in the case of liability insurance) or loss
payee (in the case of property insurance), as applicable, (iii) if
reasonably requested by the Collateral Agent, include a breach of warranty
clause and (iv) be reasonably satisfactory in all other material respects
to the Collateral Agent.  (c)Notify the Administrative
Agent and the Collateral Agent immediately whenever any separate insurance
concurrent in form or contributing in the event of loss with that required to
be maintained under this Section 5.04 is taken out by any Company;
and promptly (and, in any event, within  61


five Business Days) deliver to the Administrative
Agent and the Collateral Agent a duplicate original copy of such policy or
policies.  (d)With respect to each Mortgaged Property,
obtain flood insurance in such total amount as the Administrative Agent or the
Required Lenders may from time to time reasonably require, if at any time the
area in which any improvements located on any Mortgaged Property is designated
a flood hazard area in any Flood Insurance Rate Map published by the Federal
Emergency Management Agency (or any successor agency), and otherwise comply
with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973.  (e)Deliver to the
Administrative Agent, the Collateral Agent and the Lenders a report of a
reputable insurance broker with respect to such insurance and such supplemental
reports with respect thereto as the Administrative Agent or the Collateral
Agent may from time to time reasonably request.  (f)No Company that is an owner of any Mortgaged
Property shall take any action that is reasonably likely to be the basis for
termination, revocation or denial of any insurance coverage required to be
maintained under such Companys respective Mortgage or that could reasonably be
the basis for a defense to any claim under any Insurance Policy maintained in
respect of the Premises, and each Company shall otherwise comply in all
material respects with all Insurance Requirements in respect of the Premises; provided, however,
that each Company may, at its own expense and after written notice to the
Administrative Agent, (i) contest the applicability or enforceability of
any such Insurance Requirements by appropriate legal proceedings, the
prosecution of which does not constitute a basis for cancellation or revocation
of any insurance coverage required under this Section 5.04 or (ii) cause
the Insurance Policy containing any such Insurance Requirement to be replaced
by a new policy complying with the provisions of this Section 5.04.  Section 5.05Obligations and Taxes.  (a)  Pay
and discharge promptly when due all Taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, services, materials and supplies or otherwise that, if
unpaid, might give rise to a Lien other than a Permitted Lien upon such
properties or any part thereof; provided
that such payment and discharge shall not be required with respect to any such
Tax, assessment, charge, levy or claim so long as (i) the validity or
amount thereof shall be contested in good faith by appropriate proceedings
timely instituted and diligently conducted and the applicable Company shall
have set aside on its books adequate reserves or other appropriate provisions
with respect thereto in accordance with GAAP, and (ii) such contest
operates to suspend collection of the contested obligation, Tax, assessment or
charge and enforcement of a Lien other than a Permitted Lien.  (b)Timely and accurately file all Tax Returns
required to be filed by it.  (c)Borrower does not intend to
treat the Loans as being a reportable transaction within the meaning of
Treasury Regulation Section 1.6011-4. 
In the event Borrower determines to take any action inconsistent with
such intention, it will promptly notify the Administrative Agent thereof.  Section 5.06Employee Benefits.  (a) 
Comply in all material respects with all applicable Legal Requirements,
including the applicable provisions of ERISA and the Code with respect to all
Employee Benefit Plans and (b) furnish to the Administrative Agent (x) as
soon as possible after, and in any event within five Business Days after any
Responsible Officer of any Company or any ERISA Affiliate of any Company knows
or has reason to know that, any ERISA Event or other event with respect to an
Employee Benefit Plan has occurred that, alone or together with any other ERISA
Event could  62


reasonably be expected to result in liability
of the Companies or any of their ERISA Affiliates in an aggregate amount
exceeding $1,000,000 or the imposition of a Lien, a statement of a Financial
Officer of Borrower setting forth details as to such ERISA Event and the
action, if any, that the Companies propose to take with respect thereto, and (y) upon
request by the Administrative Agent, copies of (i) annual report (Form 5500
Series) filed by any Company or any of its ERISA Affiliates with the Employee
Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the
most recent actuarial valuation report for each Pension Plan; (iii) all
notices received by any Company or any of its ERISA Affiliates from a
Multiemployer Plan sponsor or any governmental agency concerning an ERISA
Event; and (iv) such other information, documents or governmental reports
or filings relating to any Employee Benefit Plan as the Administrative Agent or
the Required Lenders shall reasonably request.  Section 5.07Maintaining Records; Access to
Properties and Inspections; Annual Meetings.  (a)  Keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all Legal Requirements are made of all dealings and
transactions in relation to its business and activities.  Each Company will permit any representatives
designated by the Administrative Agent or any Lender to visit and inspect the
financial records and the property of such Company at reasonable times and as
often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances, accounts
and condition of any Company with the officers and employees thereof and
advisors therefor (including independent accountants).  (b)If a Default shall have occurred and be
continuing, within three Business Days following the request of the
Administrative Agent or the Required Lenders, hold a meeting (at a mutually
agreeable location and time or, at the option of the Administrative Agent, a
conference call) with all Lenders who choose to attend such meeting or
conference call at which meeting or conference call shall be reviewed each such
Default, the financial results of the previous fiscal year and the financial
condition of the Companies and the budgets presented for the current fiscal
year of the Companies.  Section 5.08Use of Proceeds.  Use the proceeds of the Loans only for the
purposes set forth in Section 3.12.  Section 5.09Compliance with Environmental
Laws; Environmental Reports.  (a) 
Comply, and use commercially reasonable efforts to cause all lessees and other
persons occupying Real Property owned, operated or leased by any Company to
comply, in all material respects, with all Environmental Laws and Environmental
Permits applicable to its operations and the Real Property; obtain and maintain
in full force and effect all material Environmental Permits applicable to its
operations and the Real Property; and conduct all Responses required by any
Governmental Authority or under any applicable Environmental Laws, and in
accordance with, the requirements of any Governmental Authority and applicable
Environmental Laws.  (b)Do or cause to be done all things necessary
to prevent any Release of Hazardous Materials in, on, under, at, to or from any
Real Property owned, leased or operated by any of the Companies or their
predecessors in interest except in full compliance with applicable
Environmental Laws or an Environmental Permit, and ensure that there shall be
no Hazardous Materials in, on, under or from any Real Property owned, leased or
operated by any of the Companies except those that are used, stored, handled
and managed in full compliance with applicable Environmental Laws.  (c)Undertake all actions,
including Response actions, necessary, at the sole cost and expense of
Borrower, (i) to address any Release of Hazardous Materials on, at, under,
from or onto any Real Property owned, leased or operated by any of the
Companies or their predecessors in interest as required pursuant to
Environmental Law or the requirements of any Governmental Authority; (ii) to  63


address any material environmental conditions
relating to any Company, any Companys business or to any Real Property, owned,
leased or operated by any of the Companies or their predecessors in interest
pursuant to any reasonable written request of the Administrative Agent and
share with the Administrative Agent all data, information and reports generated
or prepared in connection therewith and in the custody, possession or the
control of the Company; (iii) to keep any Real Property owned, leased or
operated by any of the Companies free and clear of all Liens and other
encumbrances pursuant to any Environmental Law, whether due to any act or
omission of any Company or any other person; and (iv) to promptly notify
the Administrative Agent in writing after a Responsible Officer of any of the
Companies becomes aware of: (1) any Release or threatened Release of
Hazardous Materials that could result in an Environmental claim against the
Company in, on, under, at, from or migrating to any Real Property owned, leased
or operated by any of the Companies, except those that are pursuant to and in
compliance with the terms and conditions of an Environmental Permit, (2) any
material non-compliance with, or violation of, any Environmental Law applicable
to any Company, any Companys business and any Real Property owned, leased or
operated by any of the Companies, (3) any Lien pursuant to Environmental
Law imposed on any Real Property owned, leased or operated by any of the
Companies, (4) any material investigation or remediation of any Real
Property owned, leased or operated by any of the Companies required to be
undertaken pursuant to Environmental Law, and (5) any notice or other
communication received by any Company from any person or Governmental Authority
relating to any material Environmental Claim or material liability or material
potential liability of any Company pursuant to any Environmental Law.  (d)Diligently pursue and use
commercially reasonable efforts to cause any person with an indemnity,
contribution or other obligation to any of the Companies relating to compliance
with or liability under Environmental Law to satisfy such obligations in full
and in a timely manner.  To the extent
that such person has not fully satisfied or is not diligently undertaking the
necessary actions to achieve satisfaction of such obligations, the Companies shall
promptly undertake all action that the applicable Company considers necessary
in its reasonable business judgment to achieve full and timely satisfaction of
such obligations.  (e)Shall not amend in any way
or waive any or all of the rights it may have under any other agreement
pursuant to which there are indemnity, contribution, statutory rights or other
obligation to any of the Companies relating to compliance with or liability
under Environmental Law, without the prior written consent of the Administrative
Agent.  (f)At any time, within 30 days
following a written request of the Administrative Agent, but no more frequently
than once each year unless an Event of Default exists, provide the
Administrative Agent (or the Required Lenders through the Administrative Agent)
with a Phase I environmental assessment prepared by an environmental
consulting firm, and in form and substance, reasonably acceptable to the
Administrative Agent.  If a Default
caused by reason of a breach of Section 3.18 or this Section 5.09
shall (i) have occurred and is not reasonably curable within 10 days or (ii) be
continuing for more than 10 days without the Companies commencing activities
reasonably likely to cure such Default, the Companies shall, at the written
request of the Administrative Agent or the Required Lenders through the
Administrative Agent, (i) provide to the Lenders within 30 days after such
request, at the expense of Borrower, an environmental assessment report
regarding the matters which are the subject of such Default, including, where
appropriate, any soil and/or groundwater sampling, prepared by a nationally
recognized environmental consulting firm reasonably acceptable to the
Administrative Agent and in the form and substance reasonably acceptable to the
Administrative Agent and evaluating the presence or absence of Hazardous
Materials and the estimated cost of any compliance or Response to address them;
(ii) promptly undertake all actions required by applicable Environmental
Law to address any non-compliance with or violation of Environmental Law; (iii) promptly
undertake all Response actions required to address any recognized environmental
conditions identified in the environmental assessment report to the reasonable
satisfaction of the Administrative Agent; and (iv) permit the  64


Administrative Agent and its representatives to have
access to all Real Property and all facilities owned, leased or operated by any
of the Companies which are the subject of such Default for the purpose of
conducting such environmental audits and testing as the Administrative Agent
deems appropriate, including subsurface sampling of soil and groundwater, all
of which shall be at Borrowers cost.  Section 5.10[Reserved.]  Section 5.11Additional Collateral; Additional
Subsidiary Guarantors.  (a)  Subject to this Section 5.11, with
respect to any property acquired after the Closing Date by any Loan Party that
is intended to be subject to the Lien created by any of the Collateral Documents
but is not so subject (but, in any event, excluding any Equity Interest of a
Foreign Subsidiary not required to be pledged pursuant to the last sentence of Section 5.11(b)),
promptly (and in any event within (i) 30 days after the acquisition
thereof or (ii) such longer period as shall be permitted by the applicable
Collateral Document(s)) (i) execute and deliver to the Administrative
Agent and the Collateral Agent such amendments or supplements to the relevant
Collateral Documents (including the Collateral Trust Agreement) or such other
documents as the Administrative Agent or the Collateral Agent shall deem
necessary or advisable to grant to the Collateral Agent, for its benefit and
for the benefit of the other Secured Parties, a Lien on such property subject
to no Liens other than Permitted Collateral Liens, (ii) deliver an opinion
of counsel to Borrower in form and substance, and from counsel, reasonably
acceptable to the Administrative Agent, and (iii) take all actions
necessary to cause such Lien to be duly perfected to the extent required by
such Collateral Documents (including the Collateral Trust Agreement) in
accordance with all applicable Legal Requirements, including the filing of
financing statements in such jurisdictions as may be reasonably requested by
the Administrative Agent or the Collateral Agent.  Borrower shall otherwise take such actions
and execute and/or deliver to the Collateral Agent such documents as the
Administrative Agent or the Collateral Agent shall require to confirm the validity,
perfection and priority of the Lien of the Collateral Documents against such
after-acquired properties.  (b)With respect to any person (including
Holdings) that is or becomes a (A) a guarantor of (or otherwise provides,
direct or indirect, credit support in respect of) the payment and/or
performance of all or any portion of the obligations under or in respect of any
or all the Convertible Senior Secured Note Documents (a Note Guarantor) or (B) a Subsidiary
of a Company after the Closing Date, promptly (and in any event within (x) 5
days after such person becomes a Note Guarantor and (y)(1) 30 days after
such person becomes a Subsidiary or (2) such longer period as shall be
permitted by the applicable Collateral Document(s)) (i) deliver to the
Collateral Agent the certificates, if any, representing all of the Equity
Interests of such Subsidiary, together with undated stock powers or other
appropriate instruments of transfer executed and delivered in blank by a duly
authorized officer of the holder(s) of such Equity Interests, and all
intercompany notes owing from such Subsidiary to any Company together with
instruments of transfer executed and delivered in blank by a duly authorized
officer of such Company and (ii) cause such new Subsidiary (A) to
execute (x) a Collateral Trust Joinder and (y) a joinder agreement to
this Agreement (in form and substance acceptable to the Administrative Agent),
to become a Subsidiary Guarantor and a Pledgor or, in the case of a Foreign
Subsidiary, to execute (x) a Collateral Trust Joinder, (y) a joinder
agreement to this Agreement (in form and substance acceptable to the
Administrative Agent) and (z) a security document compatible with the laws
of such Foreign Subsidiarys jurisdiction (and in form and substance reasonably
satisfactory to the Collateral Agent) to cause such Subsidiary to become a
Subsidiary Guarantor and a Pledgor, (B) deliver an opinion of counsel to
Borrower in form and substance, and from counsel, reasonably satisfactory to
the Administrative Agent, and (C) to take all actions necessary or
advisable in the opinion of the Administrative Agent or the Collateral Agent to
cause the Lien created by the applicable Collateral Document to be duly
perfected to the extent required by such Collateral Document in accordance with
all applicable Legal Requirements, including the filing of financing statements
in such jurisdictions as may be reasonably requested by the Administrative
Agent or the Collateral Agent. 
Notwithstanding anything  65


to the contrary set forth in this Section 5.11(b),
Holdings shall not be or become a Note Guarantor as a result of the pledge of
the Equity Interests of Borrower that it provides with respect to this
Agreement and the Convertible Senior Secured Notes pursuant to the Convertible
Senior Secured Note Documents as of the Closing Date.  (c)Promptly grant to the Collateral Agent (and
in any event within (1) 30 days of the acquisition thereof and (2) such
longer period as shall be permitted by the applicable Collateral Document(s)) a
security interest in and Mortgage on (i) each Real Property owned in fee
by such Company as is acquired by such Company after the Closing Date and that,
together with any improvements thereon, individually has a value of at least
$1,000,000, and (ii) unless the Collateral Agent otherwise consents, each
leased Real Property of such Company which lease individually has a Fair Market
Value of at least $250,000, in each case, as additional security for the
Obligations (unless the subject property is already mortgaged to a third party
to the extent permitted by Section 6.02).  Such Mortgages shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the
Administrative Agent and the Collateral Agent and shall constitute valid and
enforceable perfected first priority Liens subject only to Permitted Collateral
Liens.  The Mortgages or instruments
related thereto shall be duly recorded or filed in such manner and in such
places as are required by applicable Legal Requirements to establish, perfect,
preserve and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Mortgages and all taxes, fees and other charges payable
in connection therewith shall be paid in full. 
Such Company shall otherwise take such actions and execute and/or
deliver to the Collateral Agent such documents as the Administrative Agent or
the Collateral Agent shall require to confirm the validity, enforceability,
perfection and priority of the Lien of any existing Mortgage or new Mortgage
against such after-acquired Real Property (including a Title Policy, a Survey
and local counsel opinion (in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent) in respect of such Mortgage).  (d)Notify the Administrative Agent, promptly
(and in any event within 15 days) after the acquisition of any Material
Communications License and cause any Communications License that is an FCC
License that is acquired by Borrower or any Subsidiary to be held by a License
Subsidiary, or any other Company.  Section 5.12Security Interests; Further
Assurances.  (a)  Promptly, upon the reasonable request of the
Administrative Agent, the Collateral Agent or any Lender, at the Companies
expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record, or
cause to be registered, filed or recorded, in an appropriate governmental
office, any document or instrument supplemental to or confirmatory of the
Collateral Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
enforceability, perfection and priority of the Liens on the Pledged Collateral
covered thereby subject to no other Liens except Permitted Collateral Liens, or
obtain any consents or waivers as may be necessary or appropriate in connection
therewith.  (b)Deliver or cause to be delivered to the
Administrative Agent and the Collateral Agent from time to time such other
documentation, consents, authorizations, approvals and Orders in form and
substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent as the Administrative Agent and the Collateral Agent shall
reasonably deem necessary or advisable to perfect or maintain the validity,
enforceability, perfection and priority of the Liens on the Pledged Collateral
pursuant to the Collateral Documents.  (c)Upon the exercise by the Administrative
Agent, the Collateral Agent or any Lender of any power, right, privilege or
remedy pursuant to any Loan Document which requires any consent, approval,
registration, qualification or authorization of any Governmental Authority,
execute and  66


deliver all applications, certifications,
instruments and other documents and papers that the Administrative Agent, the
Collateral Agent or such Lender may require.  (d)If the Administrative Agent or the Required
Lenders determine that they are required by any Legal Requirements to have
appraisals prepared in respect of the Real Property of any Company constituting
Pledged Collateral, Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate
Appraisal Reform Amendments of FIRREA and are otherwise in form and substance
satisfactory to the Administrative Agent and the Collateral Agent.  (e)Promptly, upon the
reasonable request of the Collateral Agent or the Administrative Agent, comply
with its obligations of, or with respect to, further assurance (or other
provisions having substantially the same effect thereof) under the Collateral
Documents (including the Collateral Trust Agreement).  Section 5.13Information Regarding Collateral.  Not effect any change (i) in any Companys
legal name, (ii) in the location of any Companys chief executive office, (iii) in
any Companys organizational structure, (iv) in any Companys Federal
Taxpayer Identification Number or organizational identification number, if any
(except as may be required by applicable Legal Requirements, in which case,
Borrower shall promptly notify the Administrative Agent of such change), or (v) in
any Companys jurisdiction of organization (in each case, including by merging
with or into any other entity, reorganizing, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (A) it shall
have given the Collateral Agent and the Administrative Agent not less than 30
days prior written notice (in the form of an Officers Certificate), or such
lesser notice period agreed to by the Collateral Agent, of its intention so to
do, clearly describing such change and providing such other information in
connection therewith as the Collateral Agent or the Administrative Agent may
reasonably request and (B) it shall have taken all action reasonably
satisfactory to the Collateral Agent to maintain the validity, enforceability,
perfection and priority of the security interest of the Collateral Agent for
the benefit of the Secured Parties in the Pledged Collateral, if
applicable.  Each Company shall promptly
provide the Collateral Agent with certified Organizational Documents reflecting
any of the changes described in the preceding sentence.  Section 5.14Maintenance of Corporate
Separateness.  Satisfy in
all material respects, customary corporate, limited liability company or other
like formalities, including the accurate maintenance of  separate organizational and business records
in all material respects.  No Company
shall take any action, or conduct its affairs in a manner, that would result in
the organizational existence of such Company, or any other Company, being
ignored, or in the assets and liabilities of any Company being substantively
consolidated with those of any other 
Company in an Insolvency Proceeding.  Section 5.15[Reserved.]  Section 5.16License Subsidiaries.  Maintain all Communications Licenses that are
FCC Licenses in a License Subsidiary or another Company; provided
that 100% of the Equity Interests therein are subject to a perfected, first
priority security interest (subject to Permitted Collateral Liens) in favor of
the Collateral Agent, contingent on prior FCC approval if any remedies in
respect of such Liens are exercised.  Section 5.17Compliance with Debt Financing
Letters.  Borrower
shall comply in all respects with its obligations under the Debt Financing
Letters, including clauses (i) and (ii) of the second paragraph of
the Debt Financing Letters referred to in clause (i) of the definition of
such term but excluding paragraph 6 of the Debt Financing Letter referred to in
clause (ii) of the definition of such term  67


and other obligations that arise under the
Debt Financing Letters to the extent such obligations relate directly and
solely to such paragraph 6.  Section 5.18Cooperation.  Borrower shall cooperate with Administrative
Agent in good faith to give effect to any comments on or requested changes to
this Agreement made by The Bank of New York, in its capacity as Collateral
Agent, as a condition to The Bank of New Yorks execution and delivery of this
Agreement, that are mutually acceptable to Borrower and the Administrative
Agent.  Section 5.19Post-Closing
Matters.  Execute and
deliver the documents and complete the tasks set forth below in Section 5.19,
in each case within the time limits specified below:  (a)Insurance Premiums.  (i) The Companies shall pay all
outstanding premiums due to insurers with respect to the launch and in-orbit
insurance policies, (ii) fulfill any and all outstanding information
requests from the insurers with respect to such policies due prior to the
launch of the ICO Satellite, and (iii) provide satisfactory evidence of
compliance with clauses (i) and (ii) to the Administrative Agent and
the Required Lenders, in each case within five Business Days of the Closing
Date and, in any event, prior to the launch of the ICO Satellite.  (b)UK Deposit Account Control
Agreement Equivalent.  Borrower
shall have used commercially reasonable efforts for 30 days following the
Closing Date to deliver to the Administrative Agent a duly executed and
delivered copy (with an original to follow within an additional 5 days) of an
Acknowledgment to the Collateral Agent from Bank (the Acknowledgment to the Collateral Agent from Bank)
substantially in the form of Exhibit J.  (c)Insurance Certificate from
UK Marsh.  As soon as
reasonably practicable following the Closing Date, and, in any event, within 15
days (or an additional period of 15 days following such date in the sole
discretion of the Administrative Agent) following the Closing Date, the
Administrative Agent shall have received a copy of, or a certificate as to
coverage under, the insurance policies issued by UK Marsh to the Holdings and
covering its Subsidiaries, which shall, to the extent required by the
Collateral Documents, including Section 4.4 of the Security and Pledge
Agreement, be endorsed or otherwise amended to include the equivalent under the
laws of England and Wales of a standard or New York lenders loss payable
endorsement and shall name the Collateral Agent, on behalf of the Secured
Parties, as additional insured or the equivalent under the laws of England and
Wales, in form and substance satisfactory to the Administrative Agent and the
Collateral Agent  ARTICLE VI
NEGATIVE COVENANTS  Each Company warrants, covenants and agrees
with the Agents and each Lender that, so long as this Agreement shall remain in
effect and until the Commitments have been terminated and the principal of and
interest and premium (if any) on each Loan, all Fees and all other expenses or
amounts payable under any Loan Document have been paid in full, no Company
will, nor will they cause or permit any Subsidiaries to:  Section 6.01Indebtedness.  Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except:  (a)Indebtedness incurred under
this Agreement and the other Loan Documents;  (b)Indebtedness outstanding on
the Closing Date and listed on Schedule 6.01(b);  68


(c)Indebtedness under Hedging
Obligations under Permitted Hedging Agreements, in each case entered into in
the ordinary course of business and not for speculative purposes or taking a market
view; provided that if such
Hedging Obligations relate to interest rates, (i) such Hedging Obligations
relate to payment obligations on Indebtedness otherwise permitted to be
incurred by the Loan Documents and (ii) the notional principal amount of
such Hedging Obligations at the time incurred does not exceed the principal
amount of the Indebtedness to which such Hedging Obligations relate;  (d)Indebtedness permitted by Section 6.04;  (e)Indebtedness in respect of (i) bid,
performance or surety bonds issued for the account of any Company in the
ordinary course of business, including guarantees or obligations of any Company
with respect to letters of credit supporting such bid, performance or surety
obligations (in each case other than for an obligation for money borrowed), and
(ii) workers compensation claims, self-insurance obligations and bankers
acceptances in the ordinary course of business in an aggregate amount for all
such Indebtedness not to exceed $500,000 at any time outstanding;  (f)Indebtedness under the
Convertible Senior Secured Note Documents in an aggregate principal amount not
to exceed $650,000,000 (plus the amount of capitalized or pay-in-kind interest
thereon permitted under the Convertible Senior Secured Note Documents) at any
time outstanding; providedthat
the Liens securing such Indebtedness continue to be expressly subordinated to
the Liens securing the Obligations at all times;  (g)Contingent Obligations of
any Company in respect of Indebtedness otherwise permitted under this Section 6.01
(other than Section 6.01(i));  (h)Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided, however,
that such Indebtedness is extinguished within five Business Days of incurrence;  (i)Indebtedness arising in
connection with endorsement of instruments for deposit in the ordinary course
of business; and  (j)unsecured Indebtedness in an
aggregate principal amount not to exceed $200.0 million at any time outstanding
permitted by the Convertible Indenture; provided that (i) such
Indebtedness is expressly subordinated in right of payment to both the
Obligations (including the Guaranteed Obligations) and the Convertible Senior
Notes and the Convertible Senior Note Guarantees on terms and conditions, and
pursuant to documentation, satisfactory to the Lenders, (ii) both before
and after giving effect to the incurrence of such Indebtedness, no Default has
occurred and is continuing or would result therefrom; (iii) such
Indebtedness may not mature earlier than the later of 91 days after (i) the
scheduled maturity of the Convertible Senior Notes, and (ii) the Final
Maturity Date, (iv) such Indebtedness shall bear cash interest (or any
similar payments), if at all, in an amount not to exceed 7.5% per annum, (v) such Indebtedness shall prohibit the
payment of cash interest (and any similar payments) during any period in which
Borrower has exercised its option to pay interest on the Convertible Senior
Notes in the form of Additional Notes (as defined in the Convertible
Indenture), or if there is a Default or Event of Default hereunder, (vi) a
portion of the proceeds of any issuance of such Indebtedness shall be applied
by Borrower to create an escrow account to fund at least the first two years of
cash interest (and any similar payment) payable on such Indebtedness, which
escrow account shall not be funded, directly or indirectly, with the proceeds
of Loans hereunder, and (vii) the Net Cash Proceeds of such Indebtedness
shall be applied solely to repay Loans in accordance with Section 2.10(b) and
Section 2.10(h) and (i)  69


(without regard to any right of reinvestment
otherwise provided for in such Section 2.10(b) for the Net
Cash Proceeds of other Indebtedness).  Section 6.02Liens.  Create, incur, assume or permit to exist,
directly or indirectly, any Lien on any property now owned or hereafter
acquired by it or on any income or revenues or rights in respect of any
thereof, except the following (collectively, the Permitted Liens):  (a)inchoate Liens for taxes,
assessments or governmental charges or levies not yet due and payable or
delinquent and Liens for taxes, assessments or governmental charges or levies,
which are being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted for which adequate reserves have been
established in accordance with GAAP, which proceedings (or Orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to any such Lien;  (b)Liens in respect of property of any Company
imposed by law, which were incurred in the ordinary course of business and do
not secure Indebtedness for borrowed money, such as carriers, warehousemens,
materialmens, landlords, workmens, suppliers, repairmens and mechanics
Liens and other similar Liens arising in the ordinary course of business, and (i) which
do not in the aggregate materially detract from the value of the property of
the Companies, taken as a whole, and do not materially impair the use thereof
in the operation of the business of the Companies, taken as a whole, and (ii) which,
if they secure obligations that are then due and unpaid, are being contested in
good faith by appropriate proceedings promptly initiated and diligently
conducted for which adequate reserves have been established in accordance with
GAAP, which proceedings (or Orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the property subject to
any such Lien;  (c)any Lien in existence on the
Closing Date and set forth on Schedule 6.02(c) and any Lien
granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does
not secure an aggregate amount of Indebtedness or other obligations, if any,
greater than that secured on the Closing Date (minus
the aggregate amount of any permanent repayments and prepayments thereof since
the Closing Date but only to the extent that such repayments and prepayments by
their terms cannot be reborrowed or redrawn and do not occur in connection with
a refinancing of all or a portion of such Indebtedness) and (ii) does not
encumber any property other than the property subject thereto on the Closing
Date (any such Lien, an Existing Lien);  (d)easements, rights-of-way, restrictions
(including zoning restrictions), covenants, licenses, encroachments,
protrusions, servitudes and other similar charges or encumbrances, and minor
title deficiencies, in each case, on or with respect to any Real Property,
whether now or hereafter in existence, not (i) securing Indebtedness, or (ii) individually
or in the aggregate materially interfering with the ordinary conduct of the
business of the Companies at or otherwise with respect to such Real Property;  (e)Liens arising out of
judgments, attachments or awards not resulting in an Event of Default and in
respect of which such Company shall in good faith be diligently prosecuting an
appeal or proceedings for review in respect of which there shall be secured a
subsisting stay of execution pending such appeal or proceedings;  (f)Liens (other than any Lien imposed by ERISA) (x) imposed
by law or deposits made in connection therewith in the ordinary course of
business in connection with workers compensation, unemployment insurance and
other types of social security legislation, (y) incurred in the ordinary
course of business to secure the performance of tenders, statutory obligations
(other than excise taxes), surety, stay, customs and appeal bonds, statutory
bonds, bids, leases, government contracts, trade  70


contracts, performance and return of money bonds and
other similar obligations (in each case, exclusive of obligations for the
payment of Indebtedness) or (z) arising by virtue of deposits made in the
ordinary course of business to secure liability for premiums to insurance
carriers; provided that (i) with
respect to clauses (x), (y) and (z) of this Section 6.02(f),
such Liens are for amounts not yet due and payable or delinquent or, to the
extent such amounts are so due and payable, such amounts are being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP, which proceedings (or Orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to any such Lien, and (ii) to the extent
such Liens are not imposed by Legal Requirements, such Liens shall in no event
encumber any property other than cash and Cash Equivalents;  (g)Leases of the properties of
any Company, in each case entered into in the ordinary course of such Companys
business so long as such Leases do not, individually or in the aggregate, (i) interfere
in any material respect with the ordinary conduct of the business of any
Company or (ii) materially impair the use (for its intended purposes) or
the value of the property subject thereto;  (h)Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by any Company in the ordinary course of business in
accordance with the past practices of such Company and the principal amount of
the Indebtedness secured by any such Lien shall not exceed the lesser of 75% of
the Fair Market Value or the cost of the property secured by such Lien;  (i)bankers Liens, rights of
setoff and other similar Liens existing solely with respect to cash and Cash
Equivalents on deposit in one or more accounts maintained by any Company, in
each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such
bank with respect to cash management and operating account arrangements,
including those involving pooled accounts and netting arrangements; provided that, unless such Liens are
non-consensual and arise by operation of applicable Legal Requirements, in no
case shall any such Liens secure (either directly or indirectly) the repayment
of any Indebtedness;  (j)Liens granted pursuant to
the Collateral Documents to secure the Obligations and any other Indebtedness
and obligations permitted to be secured thereby pursuant to the Collateral
Trust Agreement and the Convertible Indenture;  (k)licenses of Intellectual
Property granted by any Company in the ordinary course of business and not
interfering in any material respect with the ordinary conduct of business of
the Companies;  (l)the filing of UCC financing
statements solely as a precautionary measure in connection with operating
leases or consignment of goods;  (m)Liens of a collecting bank
arising in the ordinary course of business under Section 4-208 of the UCC
covering only the items being collected upon; and  (n)Liens granted by a Company
in favor of another Company; provided
that such Liens are junior in right of priority to the Liens in favor of the
Collateral Agent securing the Obligations and permitted under the Collateral
Trust Agreement and the other Collateral Documents.  Section 6.03Sale and Leaseback Transactions.  Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property used
or useful in its business,  71


whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which it intends to
use for substantially the same purpose or purposes as the property being sold
or transferred (a Sale and Leaseback
Transaction), except for Sale and Leaseback Transactions between or
among two or more Companies.  Section 6.04Investments, Loans and Advances.  Directly or indirectly, lend money or credit
(by way of guarantee, assumption of debt or otherwise) or make advances to any
person, or purchase or acquire any stock, bonds, notes, debentures or other
obligations or securities of, or any other interest in, or make any capital
contribution to, any other person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract (all of the
foregoing, collectively, Investments),
except that the following shall be permitted:  (a)Investments outstanding on
the Closing Date and identified on Schedule 6.04(a);  (b)the Companies may (i) acquire
and hold accounts receivables owing to any of them if created or acquired in
the ordinary course of business and payable or dischargeable in accordance with
customary terms, (ii) invest in, acquire and hold cash and Cash
Equivalents, (iii) endorse negotiable instruments held for collection in
the ordinary course of business or (iv) make lease, utility and other
similar deposits in the ordinary course of business;  (c)Hedging Obligations
permitted pursuant to Section 6.01(c);  (d)loans and advances to
directors, employees and officers of Borrower and the Subsidiaries for bona fide business purposes and to
purchase Equity Interests of Holdings, in aggregate amount not to exceed
$100,000 at any time outstanding (calculated without regard to write-downs or
write-offs thereof); provided
that, following an IPO of any Company, no loans in violation of Section 402
of the Sarbanes-Oxley Act shall be permitted hereunder;  (e)Investments by (i) Borrower
in any Subsidiary Guarantor, (ii) any Company in Borrower or any
Subsidiary Guarantor, (iii) a Subsidiary of Borrower that is not a
Subsidiary Guarantor in any other Subsidiary of Borrower that is not a
Subsidiary Guarantor and (iv) any Company in any other Company; provided that in the case of a loan or advance by a Company,
such Investment shall be pledged by such Company as Pledged Collateral pursuant
to the Collateral Documents;  (f)(i) Investments in securities of trade
creditors or customers in the ordinary course of business that are received in
settlement of bona fide disputes
or pursuant to any plan of reorganization or liquidation or similar arrangement
upon the bankruptcy or insolvency of such trade creditors or customers and (ii) Investments
received in compromise or resolution of litigation, arbitration or other
disputes in the ordinary course of business;  (g)mergers and consolidations
in compliance with Section 6.05;  (h)Investments made by Borrower
or any Subsidiary as a result of consideration received in connection with an
Asset Sale made in compliance with Section 6.06;  (i)Acquisitions of property in
compliance with Section 6.07 (other than Section 6.07(a));
and  (j)Dividends in compliance with
Section 6.08.  72


Section 6.05Mergers and Consolidations.  Wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation (or agree to do any of
the foregoing at any time), except that the following shall be permitted:  (a)dispositions of
assets in compliance with Section 6.06 (other than Section 6.06(e)and
Section 6.06(f));  (b)any solvent Company
(other than Borrower) may merge or consolidate with or into Borrower or any
Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the
surviving person in such merger or consolidation and, in the case of any
Subsidiary Guarantor, remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security
interest in such property granted or to be granted in favor of the Collateral
Agent under the Collateral Documents shall be maintained or created in
accordance with the provisions of Section 5.11 or Section 5.12,
as applicable;  (c)any Subsidiary may
dissolve, liquidate or wind up its affairs at any time if such dissolution,
liquidation or winding up is not disadvantageous to any Agent or Lender in any
material respect; and  (d)any Company may
merge or consolidate with any other Company.  To the extent the requisite Lenders under Section 11.02(b)waive
the provisions of this Section 6.05 with respect to the sale of any
Pledged Collateral, or any Pledged Collateral is sold as permitted by this Section 6.05,
such Pledged Collateral (unless sold to a Company or any Affiliate thereof),
but not the proceeds thereof, shall be sold free and clear of the Liens created
by the Collateral Documents, and, so long as Borrower shall have previously
provided to the Collateral Agent and the Administrative Agent such
certifications or documents as the Collateral Agent, the Administrative Agent
and/or the Required Lenders shall reasonably request in order to demonstrate
compliance with this Section 6.05, the Collateral Agent shall take
all actions it deems appropriate in order to effect the foregoing.  Section 6.06Asset Sales.  Effect any disposition of any property, or
agree to effect any disposition of any property, except that the following
shall be permitted:  (a)dispositions of
damaged, worn-out or obsolete property by Borrower or any of its Subsidiaries
in the ordinary course of business and the abandonment or other disposition of
Intellectual Property that is, in the reasonable good faith judgment of
Borrower, no longer economically practicable to maintain or useful in the
conduct of the business of the Companies taken as a whole;  (b)other dispositions
of property (excluding those subject to Section 6.06(j)); provided that (i) the aggregate
consideration received in respect of all dispositions of property pursuant to
this clause (b) shall not exceed $2,500,000 in any period of 12
consecutive months, but, in any event, shall not exceed $1,000,000 with respect
to any single disposition of property, (ii) such dispositions of property
are made for Fair Market Value and on an arms-length commercial basis, and (iii) at
least 85% of the consideration payable in respect of such disposition of
property is in the form of cash or Cash Equivalents;  (c)leases of real or
personal property (other than Sale and Leaseback Transactions) in the ordinary
course of business and in accordance with the applicable Collateral Documents;  (d)Investments in
compliance with Section 6.04;  73


(e)mergers and
consolidations in compliance with Section 6.05;  (f)Dividends in
compliance with Section 6.08;  (g)sales of inventory
in the ordinary course of business and dispositions of cash and Cash
Equivalents in the ordinary course of business;  (h)any disposition of
property that constitutes a Casualty Event;  (i)any disposition of
property or issuance of Equity Securities by any Subsidiary of Borrower to
Borrower or any of its Wholly Owned Subsidiaries; provided that (i) if the transferor of such property is
a Subsidiary Guarantor, the transferee thereof must be Borrower or a Subsidiary
Guarantor, (ii) in the case of an issuance of Equity Interests, both the
transferor and the transferee are Companies, and (iii) any issuance of
Equity Interests in compliance with Section 6.13;  (j)dispositions of
Auction Rate Securities; and  (k)dispositions of
property between or among Companies.  To the extent the requisite Lenders under Section 11.02(b)waive
the provisions of this Section 6.06, with respect to the sale of
any Pledged Collateral, or any Pledged Collateral is sold as permitted by this Section 6.06,
such Pledged Collateral (unless sold to a Company or any Affiliate thereof),
but not the proceeds thereof, shall be sold free and clear of the Liens created
by the Collateral Documents, and, so long as Borrower shall have previously
provided to the Collateral Agent and the Administrative Agent such
certifications or documents as the Collateral Agent, the Administrative Agent
and/or the Required Lenders shall reasonably request in order to demonstrate
compliance with this Section 6.06, the Collateral Agent shall take
all actions it deems appropriate in order to effect the foregoing.  Section 6.07Acquisitions.  Purchase or otherwise acquire (in one or a
series of related transactions) any part of the property of any person (or
agree to do any of the foregoing at any time), except that the following shall
be permitted:  (a)Investments in
compliance with Section 6.04;  (b)[Reserved];  (c)purchases and other
acquisitions of inventory, materials, equipment, real property and intangible
property in the ordinary course of business;  (d)leases or licenses
of real or personal property in the ordinary course of business and in
accordance with this Agreement and the applicable Collateral Documents;  (e)mergers and
consolidations in compliance with Section 6.05;  (f)Dividends in
compliance with Section 6.08; and  (g)acquisitions of
property by one or more Companies from one or more other Companies;  providedthat, (i) subject to the Collateral Trust
Agreement, the Lien on and security interest in such property granted or to be
granted in favor of the Collateral Agent under the Collateral Documents shall
be  74


maintained or created in accordance with the
provisions of Section 5.11 or Section 5.12, as
applicable and (ii) no Company shall acquire, directly or indirectly
(including through a Synthetic Purchase Agreement), Auction Rate Securities
(whether pursuant to this Section 6.07 or otherwise).  Section 6.08Dividends.  Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company (including pursuant to
any Synthetic Purchase Agreement) or incur any obligation (contingent or
otherwise) to do so, except that (i) Dividends by any Company that is a
Wholly Owned Subsidiary of Borrower to Borrower or any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of Borrower and (ii) Dividends by one
Company to another Company, in each case shall be permitted.  Section 6.09Transactions with Affiliates.  Enter into, directly or indirectly, any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate of any Company (other than between or
among the Companies), other than on terms and conditions at least as favorable
to such Company as would reasonably be obtained by such Company at that time in
a comparable arms-length transaction with a person other than an Affiliate,
except that the following shall be permitted:  (a)Dividends permitted
by Section 6.08;  (b)Investments
permitted by Sections 6.04(e);  (c)reasonable and
customary director, officer and employee compensation (including bonuses) and
other benefits (including retirement, health, stock option and other benefit
plans) and indemnification arrangements, in each case approved by the Board of
Directors of the applicable Company, in each case to persons who are not
Affiliates of any Company; and  (d)the Transactions as
contemplated by, and in accordance with, the Loan Documents.  Section 6.10Minimum Liquidity.  Permit Minimum Liquidity, at any time, to be
less than $5,000,000.  Section 6.11Prepayments of Other
Indebtedness; Modifications of Organizational Documents, Acquisition and
Certain Other Documents, etc.  Directly or indirectly:  (a)(including pursuant
to any Synthetic Purchase Agreement) make or offer to make (or give any notice
in respect thereof) any voluntary or optional payment or prepayment on or
redemption, retirement, defeasance, or acquisition for value of, or any
prepayment or redemption as a result of any asset sale, change of control or
similar event of, any Indebtedness outstanding under the Convertible Senior
Secured Notes or any other Subordinated Indebtedness;  (b)amend or modify, or
permit the amendment or modification of, any provision of any Convertible
Senior Secured Note Document in any manner that is prohibited under the
Collateral Trust Agreement;  (c)amend or modify, or
permit the amendment or modification of, any provision of any Convertible
Senior Note Document or any Material Indebtedness in any manner that is, or
could reasonably be expected to be, adverse in any material respect to the
interests of any Agent or Lender; or  75


(d)terminate, amend,
modify (including electing to treat any Pledged Interests (as defined in the
applicable Collateral Document) as a security under Section 8-103 of the
UCC) or change any of its Organizational Documents (including by the filing or
modification of any certificate of designation) or any agreement to which it is
a party with respect to its Equity Interests (including any stockholders
agreement), or enter into any new agreement with respect to its Equity
Interests, other than any such amendments, modifications or changes or such new
agreements which are not, and could not reasonably be expected to be, adverse
in any material respect to the interests of any Agent or Lender.  Section 6.12Limitation on Certain
Restrictions on Subsidiaries.  Directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance, restriction or
condition on the ability of any Subsidiary to (i) pay Dividends or make
any other distributions on its Equity Interests or any other interest or
participation in its profits owned by any Company, or pay any Indebtedness owed
to any Company, (ii) make loans or advances to any Company or (iii) transfer
any of its properties to any Company, except for such encumbrances,
restrictions or conditions existing between or among the Companies or existing
under or by reason of:  (a)applicable
mandatory Legal Requirements;  (b)(x) this
Agreement and the other Loan Documents and (y) the Convertible Senior
Secured Note Documents as in effect on the Closing Date or otherwise as amended
in accordance with Section 6.11;  (c)customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of a Subsidiary;  (d)customary
provisions restricting assignment of any agreement entered into by a Subsidiary
in the ordinary course of business; or  (e)customary
restrictions and conditions contained in any agreement relating to the sale or
other disposition of any property pending the consummation of such sale or
other disposition; providedthat (i) such
restrictions and conditions apply only to the property to be sold, and (ii) such
sale is permitted hereunder.  Section 6.13Limitation on Issuance of Capital
Stock.  With
respect to Borrower or any Subsidiary, issue any Equity Interest (including by
way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, any Equity Interest, except (i) for stock
splits, stock dividends and additional issuances of Equity Interests which do
not decrease the percentage ownership of Borrower or any Subsidiaries in any
class of the Equity Interests of such Subsidiary, (ii) Subsidiaries of
Borrower formed or acquired after the Closing Date in accordance with Section 6.14
may issue Equity Interests to Borrower or the Wholly Owned Subsidiary of
Borrower which is to own such Equity Interests, (iii) Borrower may issue
Equity Interests in accordance with the Convertible Indenture upon the
conversion of any Convertible Senior Secured Notes or upon the exercise by the
holders of any Convertible Senior Secured Notes of their rights of first offer
set forth in Section 5.21 of the Convertible Indenture, (iv) Borrower
may issue Permitted Issuances or common stock that is Qualified Capital Stock
to Holdings, (v) Borrower may issue Equity Interests upon the exercise of
options described in Schedule 3.07(a), (vi) Borrower may issue
common stock that is Qualified Capital Stock to any person other than Holdings
or any Company so long as, in each case, immediately after giving effect to
such issuance Holdings owns at least a majority of the Equity Interests of
Borrower, and (vii) any Company (other than Borrower) may issue Equity
Interests to any other Company.  All
Equity Interests issued in accordance with this Section 6.13(b)shall,
to the extent required by Sections 5.11 and 5.12 or any
Collateral  76


Document, be delivered to the Collateral
Agent for pledge pursuant to the applicable Collateral Document.  Section 6.14Limitation on Creation of
Subsidiaries.  Establish,
create or acquire any additional Subsidiaries without the prior written consent
of the Required Lenders; provided
that, without such consent, Borrower may (i) establish or create one or
more Wholly Owned Subsidiaries, (ii) establish, create or acquire one or
more Domestic Subsidiaries in connection with an Investment made pursuant to Section 6.04(e),
or (iii) acquire one or more Domestic Subsidiaries in connection with an
Investment permitted hereunder, so long as, in each case, Section 5.11
shall be complied with; provided, further, that any such established, created or acquired
Subsidiary may be acquired by another Company.  Section 6.15Business.  With respect to Borrower and its
Subsidiaries, engage (directly or indirectly) in any businesses other than
those businesses in which Borrower and its Subsidiaries are engaged on the
Closing Date as described in the Report on Form 10-K filed with the
Securities and Exchange Commission for the period ended December 31, 2007
(or which are substantially related thereto or are reasonable extensions
thereof).  Except as a result of
transfers between or among Companies or as otherwise permitted by Section 5.11(d)and
Section 5.16 of this Agreement, in no event shall (a) any
License Subsidiary own any assets other than one or more Communications
Licenses (and assets reasonably related thereto to the extent necessary to
comply with all applicable Legal Requirements) and (b) neither Borrower
nor any Subsidiary other than a License Subsidiary shall hold any
Communications Licenses that are FCC Licenses.  Section 6.16Limitation on Accounting Changes.  Make or permit, any change in accounting
policies or reporting practices, without the consent of the Required Lenders,
which consent shall not be unreasonably withheld, except changes that are
permitted by GAAP (subject in each case to the provisions of Section 1.04).  Section 6.17Fiscal Periods.  Change its fiscal year-end and fiscal
quarter-ends to dates other than December 31, and March 31, June 30,
September 30, December 31, respectively.  Section 6.18[Reserved.]  Section 6.19No Further Negative Pledge.  Enter into any agreement, instrument, deed or
lease which prohibits or limits the ability of any Company to create, incur,
assume or suffer to exist any Lien upon any of its properties or revenues,
whether now owned or hereafter acquired, or which requires the grant of any
security for an obligation if security is granted for another obligation,
except the following:  (a) this
Agreement, the other Loan Documents and the Convertible Senior Secured Note
Documents; (b) covenants in documents creating Liens permitted by Section 6.02
prohibiting further Liens (other than Liens permitted under Section 6.02(j))
on the properties encumbered thereby; and (c) any prohibition or
limitation that (i) exists pursuant to applicable Legal Requirements, or (ii) consists
of customary restrictions and conditions contained in any agreement relating to
the sale of any property pending the consummation of such sale; providedthat (1) such restrictions
apply only to the property to be sold and such sale is permitted hereunder, and
(2) such sale is permitted hereunder, or (iii) restricts subletting
or assignment of any lease governing a leasehold interest of Borrower or one of
its Subsidiaries.  Section 6.20Anti-Terrorism Law; Anti-Money Laundering.  (a)  Directly or indirectly, (i) knowingly
conduct any business or engage in making or receiving any contribution of
funds, goods or services to or for the benefit of any person described in Section 3.22,
(ii) knowingly deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive
Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or
conspire to engage in  77


any transaction that evades or avoids, or has
the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law (and the Companies shall
deliver to the Lenders any certification or other evidence requested from time
to time by any Lender in its reasonable discretion, confirming the Companies
compliance with this Section 6.20).  (b)Cause or permit any
of the funds of such Company that are used to repay the Credit Extension to be
derived from any unlawful activity with the result that the making of the
Credit Extension would be in violation of Legal Requirements.  Section 6.21Embargoed Person.  Cause or permit (a) any of the funds or
properties of the Companies that are used to repay the Loans or other Credit
Extension to constitute property of, or be beneficially owned directly or
indirectly by, any person subject to sanctions or trade restrictions under
United States law (Embargoed Person
or Embargoed Persons) that is
identified on (1) the List of Specially Designated Nationals and Blocked
Persons (the SDN List)
maintained by OFAC and/or on any other similar list (Other List) maintained by OFAC pursuant to
any authorizing statute including the International Emergency Economic Powers
Act, 50 U.S.C. §§ 1701 et seq.,
The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated
thereunder, with the result that the investment in the Companies (whether
directly or indirectly) is prohibited by applicable Legal Requirements, or the
Loans or other Credit Extension made by the Lenders would be in violation of
Legal Requirements, or (2) the Executive Order, any related enabling
legislation or any other similar executive orders, or (b) any Embargoed
Person to have any direct or indirect interest, of any nature whatsoever in the
Companies, with the result that the investment in the Companies (whether
directly or indirectly) is prohibited by applicable Legal Requirements or the
Credit Extension are in violation of applicable Legal Requirements.  Section 6.22No Other Series of First
Priority Lien Debt. 
Cause or permit the issuance of any Series (as defined in the
Collateral Trust Agreement) of First Priority Lien Debt (as defined in the
Collateral Trust Agreement) other than the Revolving Credit Facility.  ARTICLE VII
GUARANTEE  Section 7.01The Guarantee.  The Subsidiary Guarantors hereby, jointly and
severally, guarantee, as primary obligors and not as sureties, to each Secured
Party and their respective successors and assigns, the prompt payment and
performance in full when due (whether at stated maturity, by required
prepayment, declaration, demand, by acceleration or otherwise) of the principal
of and interest (including any interest, fees, costs or charges that would
accrue but for the provisions of the Title 11 of the United States Code after
any bankruptcy or insolvency petition under Title 11 of the United States Code)
on the Loans made by the Lenders to, and the Notes held by each Lender of,
Borrower, and all other Obligations from time to time owing to the Secured
Parties by any Loan Party in each case strictly in accordance with the terms
thereof (such obligations being herein collectively called the Guaranteed Obligations).  The Subsidiary Guarantors hereby jointly and
severally agree that if Borrower or other Subsidiary Guarantor(s) shall
fail to pay in full when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will
promptly pay the same in cash, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.  Section 7.02Obligations Unconditional.  The obligations of the Subsidiary Guarantors
under Section 7.01 shall constitute a guaranty of payment and
performance and not of collection and to the  78


fullest extent permitted by applicable Legal
Requirements, are absolute, irrevocable and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the Guaranteed Obligations under this Agreement, the Notes, if any, or any
other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, irrespective of any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge or
defense of a surety or Subsidiary Guarantor (except for payment in full of the
Guaranteed Obligations).  Without
limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the liability of the
Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and
unconditional under any and all circumstances as described above:  (a)at any time or from
time to time, without notice to the Subsidiary Guarantors, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;  (b)any of the acts
mentioned in any of the provisions of this Agreement or the Notes, if any, or
any other agreement or instrument referred to herein or therein shall be done
or omitted;  (c)the maturity of any
of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed
Obligations shall be amended in any respect, or any right under the Loan
Documents or any other agreement or instrument referred to herein or therein
shall be amended or waived in any respect or any other guarantee of any of the
Guaranteed Obligations or any security therefor shall be released or exchanged
in whole or in part or otherwise dealt with;  (d)any Lien or
security interest granted to, or in favor of, any Secured Party as security for
any of the Guaranteed Obligations shall fail to be valid, perfected or to have
the priority required under the Loan Documents; or  (e)the release of any
other Subsidiary Guarantor pursuant to Section 7.09.  The Subsidiary Guarantors hereby expressly
waive diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that any Secured Party exhaust any right, power
or remedy or proceed against Borrower or any Subsidiary Guarantor under this
Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein, or against any other person under any other guarantee of,
or security for, any of the Guaranteed Obligations.  The Subsidiary Guarantors waive any and all notice
of the creation, renewal, extension, waiver, termination or accrual of any of
the Guaranteed Obligations and notice of or proof of reliance by any Secured
Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred in reliance upon this Guarantee, and all
dealings between Borrower and the Secured Parties shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee.  This Guarantee shall be
construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment and performance without regard to any right of offset with respect to
the Guaranteed Obligations at any time or from time to time held by the Secured
Parties, and the obligations and liabilities of the Subsidiary Guarantors
hereunder shall not be conditioned or contingent upon the pursuit by the
Secured Parties or any other person at any time of any right or remedy against
Borrower or against any other person which may be or become liable in respect
of all or any part of the Guaranteed Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto.  This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon
the Subsidiary Guarantors and their respective successors and assigns, and
shall inure to the benefit of the Secured Parties, and their respective  79


successors and assigns,
notwithstanding that from time to time during the term of this Agreement there
may be no Guaranteed Obligations outstanding.  Section 7.03Reinstatement.  The obligations of the Subsidiary Guarantors
under this Article VII shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of Borrower or other
Company in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise.  Section 7.04Subrogation; Subordination.  Each Subsidiary Guarantor hereby agrees that
until the indefeasible payment and satisfaction in full in cash of all Guaranteed
Obligations and the expiration and termination of the Commitments of the
Lenders under this Agreement it shall waive any claim and shall not exercise
any right or remedy, direct or indirect, arising by reason of any performance
by it of its guarantee in Section 7.01, whether by subrogation or
otherwise, against Borrower or any other Subsidiary Guarantor of any of the
Guaranteed Obligations or any security for any of the Guaranteed
Obligations.  Any Indebtedness of any
Company permitted pursuant toSection 6.04(e)shall be
subordinated to such Companys Obligations.  Section 7.05Remedies.  The Subsidiary Guarantors jointly and
severally agree that, as between the Subsidiary Guarantors and the Lenders, the
obligations of Borrower under this Agreement and other Loan Documents may be
declared to be forthwith due and payable as provided in Article VIII
(and shall be deemed to have become automatically due and payable in the
circumstances provided in Article VIII) for purposes of Section 7.01,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable)
as against Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by Borrower) shall forthwith become
due and payable by the Subsidiary Guarantors for purposes of Section 7.01.  Section 7.06Instrument for the Payment of
Money.  Each
Subsidiary Guarantor hereby acknowledges that the guarantee in this Article VII
constitutes an instrument for the payment of money, and consents and agrees
that any Lender or Agent, at its sole option, in the event of a dispute by such
Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the
right to bring a motion-action under New York CPLR Section 3213.  Section 7.07Continuing Guarantee.  The guarantee in this Article VII
is a continuing guarantee of payment and performance, and shall apply to all
Guaranteed Obligations whenever arising.  Section 7.08General Limitation on Guarantee
Obligations.  In any
action or proceeding involving any state corporate limited partnership or
limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other Legal Requirement affecting the
rights of creditors generally, if the obligations of any Subsidiary Guarantor
under Section 7.01 would otherwise be held or determined to be
void, voidable, invalid or unenforceable, or subordinated to the claims of any
other creditors, on account of the amount of its liability under Section 7.01,
then, notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Subsidiary Guarantor, any
Company or any other person, be automatically limited and reduced to the
highest amount (after giving effect to the rights of subrogation and
contribution established in Section 7.04 and Section 7.10,
respectively) that is valid and enforceable, not void or voidable and not
subordinated to the claims of other creditors as determined in such action or
proceeding.  Section 7.09Release of Subsidiary Guarantors.  If, in compliance with the terms and
provisions of the Loan Documents, (i) all of the Equity Interests or (ii) all
or substantially all of the  80


property of any Subsidiary Guarantor are sold
or otherwise transferred (a Transferred
Guarantor) to a person or persons (other than any Company or any
Affiliate thereof), such Transferred Guarantor shall, upon the consummation of
such sale or transfer, be released from its obligations under this Agreement
(including under Section 11.03) and its obligations to pledge and
grant any Pledged Collateral owned by it pursuant to any Collateral Document
and, in the case of the sale of all of the Equity Interests of the Transferred
Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant
to the Collateral Documents shall be released, and, so long as Borrower shall
have previously provided the Collateral Agent and the Administrative Agent such
certifications or documents the Collateral Agent and/or the Administrative
Agent as shall reasonably request, the Collateral Agent shall take such actions
as are necessary to effect each release described in this Section 7.09
in accordance with the relevant provisions of the Collateral Documents.  Section 7.10Right of Contribution.  Each Subsidiary Guarantor hereby agrees that
to the extent that a Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment.  Each Subsidiary Guarantors
right of contribution shall be subject to the terms and conditions of Section 7.04.  The provisions of this Section 7.10
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the Administrative Agent and the Lenders, and each Subsidiary
Guarantor shall remain liable to the Administrative Agent and the Lenders for
the full amount guaranteed by such Subsidiary Guarantor hereunder.  Section 7.11Holdings Not a Guarantor.For the avoidance of doubt, Holdings shall
not be a Subsidiary Guarantor hereunder unless it is also a Note Guarantor.  ARTICLE VIII
EVENTS OF DEFAULT  Section 8.01Events
of Default.  Upon the
occurrence and during the continuance of any of the following events (each, an Event of Default):  (a)default shall be
made in the payment of any principal of any Loan when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepayment (whether voluntary or mandatory) thereof or by acceleration thereof
or otherwise;  (b)default shall be made in the payment of any
interest on any Credit Extension or any Fee or any other amount (other than (i) an
amount referred to in paragraph (a) above and (ii) any amount
due in connection with paragraph 6 of the Debt Financing Letter referred to in
clause (ii) of the definition of such term and other obligations that
arise under the Debt Financing Letters to the extent such obligations relate
directly and solely to such paragraph 6)
due under any Loan Document, when and as the same shall become due and payable,
whether at the due date thereof (including an Interest Payment Date) or at a
date fixed for prepayment (whether voluntary or mandatory) or by acceleration
or demand thereof or otherwise, and such default shall continue unremedied for
a period of three Business Days;  (c)any representation
or warranty made or deemed made in or in connection with any Loan Document or
the Loans hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;  81


(d)(i) default
shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.02(other
than clause (a) thereof), 5.03(a), 5.04 (in the case of
clauses (vi) and (vii) only), 5.08, 5.11, 5.14, 5.16
or 5.19 in Article VI or (ii) default shall be made in
the due observance or performance by any Company of any covenant, condition or
agreement contained in Section 5.01 and (in the case of this clause
(ii) only) such default shall continue
unremedied or shall not be waived for a period of five Business Days;  (e)default shall be
made in the due observance or performance by any Company of any covenant, condition
or agreement contained in any Loan Document (other than (i) those
specified in paragraphs (a), (b) or (d) immediately above and (ii) those
contained in paragraph 6 of the Debt Financing Letter referred to in clause (ii) of
the definition of such term and other obligations that arise under the Debt
Financing Letters to the extent such obligations relate directly and solely to
such paragraph 6) and such default shall continue unremedied or shall not be
waived for a period of 30 days (or three Business Days in the case of either
Debt Financing Letter) after the occurrence thereof;  (f)any Company shall (i) fail
to pay any principal or interest, regardless of amount, due in respect of any
Indebtedness (other than the Obligations), when and as the same shall become
due and payable beyond any applicable grace period, or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained
in any agreement or instrument evidencing or governing any such Indebtedness if
the effect of any failure referred to in this clause (ii) is to cause, or
to permit the holder or holders of such Indebtedness or a trustee or other
representative on its or their behalf to cause, such Indebtedness to become due
prior to its stated maturity or become subject to a mandatory offer to purchase
by the obligor; provided that it
shall not constitute an Event of Default pursuant to this paragraph (f) unless
the aggregate amount of all such Indebtedness referred to in clauses (i) and
(ii) exceeds $7,500,000 at any one time;  (g)an Insolvency
Proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of any
Company or of a substantial part of the property of any Company, under Title 11
of the United States Code, as now constituted or hereafter amended, or any
other federal, state or foreign bankruptcy, insolvency, receivership or similar
Legal Requirement, (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator, liquidator, rehabilitator or similar official for
any Company or for a substantial part of the property of any Company, or (iii) the
winding-up or liquidation of any Company; and such proceeding or petition shall
continue undismissed for 60 days or an Order approving or ordering any of the
foregoing shall be entered;  (h)any Company shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
federal, state or foreign bankruptcy, insolvency, receivership or similar Legal
Requirement, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any Insolvency Proceeding or the filing of any
petition described in clause (g) above, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator,
liquidator, rehabilitator or similar official for any Company or for a
substantial part of the property of any Company, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors, (vi) become
unable, admit in writing its inability or fail generally to pay its debts as
they become due, (vii)  wind up or liquidate, or (viii) take any
action for the purpose of effecting any of the foregoing;  (i)one or more Orders
for the payment of money in an aggregate amount in excess of $7,500,000 (that
are not covered by insurance from an unaffiliated insurance company with an A.M.
Best financial strength rating of at least A-, it being understood that even if
such amounts are covered by insurance from such an insurance company, such
amounts shall count against such basket if responsibility  82


for such amounts has been denied by such
insurance company or such insurance company has not been promptly notified of
such amounts or such insurance company is not participating in the defense
thereof with customary diligence (as reasonably determined by the
Administrative Agent)) shall be rendered against any Company or any combination
thereof and the same shall remain undischarged, unvacated or unbonded for a
period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy
upon properties of any Company to enforce any such Order;  (j)one or more ERISA
Events or noncompliance with respect to Foreign Plans shall have occurred that,
in the opinion of the Required Lenders, when taken together with all other such
ERISA Events and noncompliance with respect to Foreign Plans that have
occurred, could reasonably be expected to result in liability of any Company or
any of its ERISA Affiliates in an aggregate amount exceeding $7,500,000 or the
imposition of a Lien on any properties of a Company;  (k)any security
interest and Lien purported to be created by any Collateral Document shall
cease to be in full force and effect, or shall cease to give the Collateral
Agent, for the benefit of the Secured Parties, the Liens, rights, powers and
privileges purported to be created and granted under such Collateral Documents
(including a valid, enforceable, perfected first priority security interest in
and Lien on, all of the Pledged Collateral thereunder (except as otherwise
expressly provided in this Agreement or such Collateral Document, including the
Collateral Trust Agreement)), subject to Permitted Collateral Liens, in favor
of the Collateral Agent, or shall be asserted by or on behalf of any Company
not to be, a valid, enforceable, perfected, first priority (except as otherwise
expressly provided in this Agreement or such Collateral Document) security
interest in or Lien on the Pledged Collateral covered thereby, subject to
Permitted Collateral Liens; provided
that it shall not be an Event of Default under this paragraph (k) if the
Collateral Agent shall not have, or shall cease to have, a valid, enforceable
and perfected first priority security interest in or Lien on any Pledged
Collateral purported to be covered by the Collateral Documents that (i) has
a Fair Market Value, individually or in the aggregate, of less than $7,500,000
and (ii) is not material to the operation of the businesses of the
Companies, taken as a whole;  (l)any Loan Document
or any material provisions thereof shall at any time and for any reason be
declared by a court of competent jurisdiction to be null and void, or a
proceeding shall be commenced by or on behalf of any Loan Party or any other
person, or by any Governmental Authority, seeking to establish the invalidity
or unenforceability thereof (exclusive of questions of interpretation of any
provision thereof), or any Company (directly or indirectly) shall repudiate,
revoke, terminate or rescind (or purport to do any of the foregoing) or deny
any portion of its liability or obligation for the Obligations; or  (m)there shall have
occurred a Change in Control;  (n)there shall have
occurred the termination of one or more Material Agreements of any Company,
other than at the expiration of the stated term of such Material Agreement, and
such termination could reasonably be expected to have a Material Adverse
Effect;  (o)any Company shall
be prohibited or otherwise restrained from conducting the business theretofore
conducted by it in any manner that has, or could reasonably be expected to
result in, a Material Adverse Effect by virtue of any determination, ruling,
decision or Order of any court or Governmental Authority of competent
jurisdiction;  (p)the Convertible
Senior Secured Notes or the Convertible Senior Secured Note Guarantees shall
cease, for any reason, to be validly subordinated to the Obligations and the
Guaranteed Obligations as, and to the extent, provided in the Collateral Trust
Agreement or any Company (directly or  83


indirectly) or the holders of at least 25% in
aggregate principal amount of the Convertible Senior Secured Notes (or any
representative, agent or trustee on behalf of such holders) shall so assert;  (q)Borrower shall not have given a written
certification to the FCC of the full operational status of the ICO Satellite
and its associated system under Borrowers MSS/ATC FCC License by August 15,
2008;  (r)there shall have
occurred any suspension, revocation, cancellation, relinquishment or materially
adverse modification of, or materially adverse condition is imposed with
respect to any Material Communications License, and such event shall continue
unremedied or shall not be waived for a period of 30 days;  (s)any Event of
Default (as defined in the Convertible Senior Secured Note Documents) shall
exist under the Convertible Senior Secured Note Documents;  (t)Borrower shall be
required to use, or shall use, Net Cash Proceeds of any Asset Sales (as defined
in the Convertible Indenture) in excess of $100.0 million to make an Excess
Proceeds Offer (as defined in the Convertible Indenture) pursuant to the last
paragraph of Section 5.10 of the Convertible Indenture; or  (u)Borrower shall at
any time become a Foreign Entity;  then, and in every such event (other than an event
with respect to Borrower described in paragraph (g) or (h) above),
and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to Borrower, take either or both of the following actions, at the same
or different times:  (i) terminate
forthwith the Commitments, (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the Loan Parties
accrued hereunder and under any other Loan Document, shall become forthwith due
and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Companies, anything
contained herein or in any other Loan Document or otherwise to the contrary
notwithstanding and (iii) exercise any and all of its other rights and
remedies under applicable Legal Requirements, hereunder and under the other
Loan Documents; and in any event with respect to Borrower described in
paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Loan Parties accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Companies, anything contained herein or in any other Loan Document or otherwise
to the contrary notwithstanding.  Section 8.02Rescission.  If at any time after termination of the
Commitments or acceleration of the maturity of the Loans, the Companies shall
pay all arrears of interest and all payments on account of principal of the
Loans owing by them that shall have become due otherwise than by acceleration
(with interest on principal and, to the extent permitted by law, on overdue
interest, at the rates specified herein) and all Defaults (other than non-payment
of principal of and accrued interest on the Loans due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to Section 11.02,
then upon the written consent of the Required Lenders (which may be given or
withheld in their sole discretion) or if a Default for which consent of
Supermajority Lenders or 100% of the Lenders or affected Lenders is required,
such number of Lenders and written notice to Borrower, the termination of the
Commitments or the acceleration and their consequences may be rescinded and
annulled; but such action shall not affect  84


any subsequent Default or impair any right or
remedy consequent thereon.  The
provisions of the preceding sentence are intended merely to bind the Lenders
and the other Secured Parties to a decision that may be made at the election of
the Required Lenders, and such provisions are not intended to benefit Borrower
and the other Loan Parties and do not give Borrower and/or any of the Loan
Parties the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are met.  ARTICLE IX
APPLICATION OF COLLATERAL PROCEEDS  Section 9.01Collateral Documents.  The due and punctual payment and performance
of the Obligations, shall be secured as provided in the Collateral
Documents.  Each Company, by its
acceptance thereof, consents and agrees to the terms of the Collateral
Documents (including, without limitation, the provisions providing for
foreclosure and release of Pledged Collateral) as the same may be in effect or
may be amended from time to time in accordance with its terms and authorizes
and directs each of the Administrative Agent and the Collateral Agent to enter
into the Collateral Documents and to perform its obligations and exercise its
rights thereunder in accordance therewith. 
Each Loan Party shall deliver to the Administrative Agent copies of all
documents delivered to the Collateral Agent pursuant to the Collateral
Documents, and shall do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of any Collateral
Document, to assure and confirm to the Administrative Agent and the Collateral
Agent the security interest in the Pledged Collateral contemplated hereby, by
any Collateral Document or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this
Agreement and other Loan Documents according to the intent and purposes herein
expressed. Borrower shall take, or shall cause its Subsidiaries to take, upon
request of the Administrative Agent or Collateral Agent, any and all actions
reasonably required to cause the Collateral Documents to create and maintain,
as security for the Obligations, a valid and enforceable perfected first
priority Lien in and on all the Pledged Collateral, in favor of the Collateral
Agent for the benefit of the Credit Parties and other Indebtedness subject to
the Collateral Trust Agreement superior to and prior to the rights of all third
persons and subject to no other Liens other than Permitted Collateral Liens.  The Companies shall use their commercially
reasonable efforts to ensure that any Material Agreement or agreement relating
to Pledged Collateral acquired by any Company after the date hereof will not
contain provisions that would impair or prevent the creation of a security
interest therein or result in such Material Agreement or Pledged Collateral
being excluded from the Pledged Collateral.  Section 9.02Application of Proceeds.  The proceeds received from the Collateral
Agent in respect of any sale of, collection from or other realization upon all
or any part of the Pledged Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, after payment of the amounts
payable pursuant to the first subclause of Section 3.4(a) of the
Collateral Trust Agreement, in full or in part, together with any other sums
then held by the Administrative Agent pursuant to this Agreement or any other
Loan Document, promptly by the Administrative Agent as follows (subject to the
terms of Section 3.4 of the Collateral Trust Agreement, which shall
prevail in the event of an inconsistency):  (a)First,to the
indefeasible payment in full in cash of all costs and expenses, fees,
commissions and taxes of such sale, collection or other realization (including
compensation to the Administrative Agent and its agents and counsel, and all
expenses, liabilities and advances made or incurred by the Administrative Agent
in connection therewith and all amounts for which the Administrative Agent is
entitled to indemnification pursuant to the provisions of any Loan Document),
together with interest on each such amount at the highest rate then in effect
under this Agreement from and after the date such amount is due, owing or
unpaid until paid in full;  85


(b)Second,to the indefeasible payment in full in cash of all other reasonable
costs and expenses of such sale, collection or other realization (including
compensation to the other Secured Parties and their agents and counsel and all
costs, liabilities and advances made or incurred by the other Secured Parties
in connection therewith), together with interest on each such amount at the
highest rate then in effect under this Agreement from and after the date such amount
is due, owing or unpaid until paid in full;  (c)Third,without
duplication of amounts applied pursuant to clauses (a) and (b) above,
to the indefeasible payment in full in cash, pro
rata, of interest and other amounts constituting Obligations (other
than principal) in each case equally and ratably in accordance with the
respective amounts thereof then due and owing (it being agreed that, for
purposes of applying this clause (c), all interest and all other amounts
described herein will be deemed payable in accordance with this Agreement
regardless of whether such claims are allowed in any proceeding described in Section 8.01(g)or
(h));  (d)Fourth,to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations;  (e)Fifth,to the
indefeasible payment in full in cash of Obligations of the type specified in
clause (b) and clause (c) of the definition of Obligations then due
and owing, pro rata;  (f)Sixth,to the
indefeasible payment in full in cash of the remaining Obligations then due and
owing, pro rata; and  (g)Seventh,the balance, if any, to the person lawfully entitled thereto (including
the applicable Loan Party or its successors or assigns) or as a court of
competent jurisdiction may direct.  In the event that any such proceeds are
insufficient to pay in full the items described in clauses (a) through (f) of
this Section 9.02, the Companies shall remain liable, jointly and
severally, for any deficiency.  ARTICLE X
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT  Section 10.01Appointment.  (a)  Each
Lender hereby irrevocably designates and appoints each of the Administrative
Agent and the Collateral Agent as an agent of such Lender under this Agreement
and the other Loan Documents.  Each
Lender irrevocably authorizes each Agent, in such capacity, through its agents
or employees, to take such actions on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are delegated to such Agent by the terms of this Agreement and
the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto.  The
provisions of this Article Xare
solely for the benefit of the Agents and the Lenders, and no Loan Party shall
have rights as a third party beneficiary of any such provisions.  (b)Each Lender irrevocably appoints each other
Lender as its agent and bailee for the purpose of perfecting Liens (whether
pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit
of the Secured Parties, in assets in which, in accordance with the UCC or any
other applicable Legal Requirement, a security interest can be perfected by
possession or control.  Should any Lender
(other than the Collateral Agent) obtain possession or control of any such
Collateral, such Lender shall notify the Collateral Agent thereof, and,
promptly following the Collateral Agents request therefor, shall  86


deliver such Collateral to the Collateral Agent or
otherwise deal with such Collateral in accordance with the Collateral Agents
instructions.  Section 10.02Agent in Its Individual Capacity.  Each person serving as an Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not an Agent, and such
person and its Affiliates may accept deposits from, lend money to, act as
financial advisor or in any other advisory capacity for, and generally engage
in any kind of business with, any Company or Affiliate thereof as if it were
not an Agent hereunder and without duty to account therefor to the Lenders.  Section 10.03Exculpatory Provisions.  No Agent shall have any duties or obligations
except those expressly set forth in the Loan Documents.  Without limiting the generality of the
foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 11.02);
provided that no Agent shall be
required to take any action that, in its opinion or the opinion of its counsel,
may expose such Agent to liability or that is contrary to any Loan Document or
applicable Legal Requirements, and (c) except as expressly set forth in
the Loan Documents, no Agent shall have any duty to disclose or shall be liable
for the failure to disclose, any information relating to any Company or any of its
Affiliates that is communicated to or obtained by the person serving as such
Agent or any of its Affiliates in any capacity. 
No Agent shall be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as any Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section 11.02).  No Agent shall be deemed to have knowledge of
any Default unless and until written notice thereof is given to such Agent by
Borrower or a Lender, and no Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any
Loan Document or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere in any Loan Document.  Without limiting the generality of the
foregoing, the use of the term agent in this Agreement with reference to the
Administrative Agent or the Collateral Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law.  Instead,
such term is used merely as a matter of market custom and is intended to create
or reflect only an administrative relationship between independent contracting
parties. Each party to this Agreement acknowledges and agrees that the
Administrative Agent may from time to time use one or more outside service
providers for the tracking of all UCC financing statements (and/or other
collateral related filings and registrations from time to time) required to be
filed or recorded pursuant to the Loan Documents and the notification to the
Administrative Agent, of, among other things, the upcoming lapse or expiration
thereof, and that each of such service providers will be deemed to be acting at
the request and on behalf of Borrower and the other Loan Parties.  No Agent shall be liable for any action taken
or not taken by any such service provider.  Section 10.04Reliance by Agent.  Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent,
or otherwise authenticated by a proper person. 
Each Agent also may rely upon any statement made to it orally and
believed by it to be  87


made by a proper person, and shall not incur
any liability for relying thereon.  In
determining compliance with any condition hereunder to the making of a Loan,
that by its terms must be fulfilled to the satisfaction of a Lender, each Agent
may presume that such condition is satisfactory to such Lender unless each
Agent shall have received written notice to the contrary from such Lender  prior to the making of such Loan.  Each Agent may consult with legal counsel
(who may be counsel for Borrower), independent accountants and other advisors
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or advisors.  Section 10.05Delegation of Duties.  Each Agent may perform any and all of its
duties and exercise its rights and powers by or through, or delegate any and
all such rights and powers to, any one or more sub-agents appointed by such
Agent.  Each Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Affiliates.  The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of each Agent and any such sub-agent, and shall
apply, without limiting the foregoing, to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.  Section 10.06Successor Agent.  Each Agent may resign as such at any time
upon at least 30 days prior notice to the Lenders and Borrower.  Upon any such resignation, the Required
Lenders shall have the right, in consultation with Borrower, to appoint a
successor Agent from among the Lenders. 
If no successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 10 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which successor shall be a commercial
banking institution organized under the laws of the United States (or any State
thereof) or a United States branch or agency of a commercial banking
institution, in each case, having combined capital and surplus of at least
$500,000,000 (or $100,000,000, in the case of the Collateral Agent); provided that if such retiring Agent is
unable to find a commercial banking institution that is willing to accept such
appointment and which meets the qualifications set forth above, the retiring
Agents resignation shall nevertheless thereupon become effective and the retiring
(or retired) Agent shall be discharged from its duties and obligations under
the Loan Documents, and the Lenders shall assume and perform all of the duties
of the Agent under the Loan Documents until such time, if any, as the Required
Lenders appoint a successor Agent.  Upon the acceptance of its appointment as an
Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring (or retired) Agent shall be discharged from its duties
and obligations under the Loan Documents. 
The fees payable by Borrower to a successor Agent shall be the same as
those payable to its predecessor unless otherwise agreed between Borrower and
such successor.  After an Agents
resignation hereunder, the provisions of this Article X, Section 11.03
and Sections 11.08 to 11.10 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Affiliates
in respect of any actions taken or omitted to be taken by any of them while it
was acting as Agent.  Section 10.07Non-Reliance on Agent and Other
Lenders.  Each Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender or any of their respective Affiliates and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender further represents and warrants
that it has reviewed each document made available to it on the Platform in
connection with this Agreement and has acknowledged and accepted the terms and
conditions applicable to the recipients thereof (including any such terms and
conditions set forth, or otherwise maintained, on the Platform with respect thereto).  Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender or any of their respective Affiliates and based on  88


such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or related agreement or any document furnished hereunder or
thereunder.  Section 10.08Name Agents.  The parties hereto acknowledge that the
Documentation Agent and the Syndication Agent hold such titles in name only,
and that such titles confer no additional rights or obligations relative to
those conferred on any Lender hereunder.  Section 10.09Indemnification.  The Lenders severally agree to indemnify each
Agent in its capacity as such and each of its Related Persons (to the extent
not reimbursed by Borrower or the Subsidiary Guarantors and without limiting the
obligation of Borrower or the Subsidiary Guarantors to do so), ratably
according to their respective outstanding Loans and Commitments in effect on
the date on which indemnification is sought under this Section 10.09
(or, if indemnification is sought after the date upon which all Commitments
shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such outstanding Loans and Commitments as in effect immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, fines, penalties, actions, claims, suits, litigations,
investigations, inquiries or proceedings, costs, expenses or disbursements of
any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent or
Related Person in any way relating to or arising out of, the Commitments, this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein, the Transactions or any of the other
transactions contemplated hereby or thereby or any action taken or omitted by
such Agent or Related Person under or in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN
WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
ANY AGENT OR RELATED PERSON); provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, claims, suits,
litigations, investigations, inquiries or proceedings, costs, expenses or
disbursements that are found by a final and nonappealable judgment of a court
of competent jurisdiction to have directly resulted solely and directly from
such Agents or Related Partys, as the case may be, gross negligence or
willful misconduct.  The agreements in
this Section 10.09 shall survive the payment of the Loans and all
other amounts payable hereunder.  Section 10.10Concerning the Collateral Agent.   Each of the Companies, each of the Lenders
and the Administrative Agent hereby acknowledges that, notwithstanding any
other provision hereof, (i) all of the rights, privileges, protections,
indemnities and immunities afforded the Collateral Agent under or pursuant to
the Collateral Trust Agreement are hereby incorporated herein by reference
thereto as if set forth herein in full, and (ii) all of the protections,
indemnities and immunities of the Collateral Agent incorporated by reference
pursuant to clause (i) hereof shall apply mutatis
mutandis to the Administrative Agent, in addition to any other
protections, indemnities and immunities afforded to the Administrative Agent
pursuant to the Loan Documents, at law, in equity or otherwise.  Section 10.11Force Majeure.  In no event shall the Collateral Agent or the
Administrative Agent be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Collateral Agent
and the Administrative Agent shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.  89


ARTICLE XI
MISCELLANEOUS  Section 11.01Notices.  (a) Generally.  Notices and other communications provided for
herein shall, except as provided in Section 11.01(b), be in writing
and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:  (i)if to any Company, to
Borrower at:  ICO North America, Inc. Plaza America Tower 11700 Plaza America Drive, Suite 1010 Reston, Virginia 20190 Attention:
 General Counsel Telecopy
No.:  (703) 964-1401  (ii)if to the Administrative
Agent, to it at:  Jefferies
Finance LLC 520
Madison Avenue New
York, New York  10022 Attention:  Account Officer  ICO North America Telecopy
No.:  (212) 284-3444;  (iii)if to the Collateral Agent,
to it at:  The
Bank of New York 101
Barclay Street New
York, New York 10286 Attention:
Corporate Trust Administration Telecopy
No. (212) 815-5704; and  (iv)if to a Lender, to it at its
address (or telecopy number) set forth on Annex I or in the Assignment
and Acceptance pursuant to which such Lender shall have become a party hereto;  All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or by certified or registered
mail, in each case delivered, sent or mailed (properly addressed) to such party
as provided in this Section 11.01(a)or in accordance with the
latest unrevoked direction from such party given in accordance with this Section 11.01(a),
and failure to deliver courtesy copies of notices and other communications
shall in no event affect the validity or effectiveness of such notices and
other communications.  Notices delivered through electronic communications
to the extent provided in Section 11.01(b)below, shall be
effective as provided in Section 11.01(b).  (b)Electronic Communications.  Notices and other communications to the
Lenders hereunder may (subject to Section 11.01(d)) be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such
Lender has notified the Administrative Agent (in a manner set forth in Section 11.01(a))  90


that it is incapable of receiving notices under such
Article by electronic communication. 
The Administrative Agent, the Collateral Agent or Borrower may, in their
respective sole discretion, agree to accept notices and other communications to
it hereunder by electronic communications pursuant to procedures, respectively,
approved by it (including as set forth in Section 11.01(d)); provided that approval of such procedures may be limited to
particular notices or communications.  Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
senders receipt of an acknowledgement from the intended recipient (including
by the return receipt requested function, as available, return e-mail or
other written acknowledgement); provided that
if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address therefor.  (c)Change of Address, etc.  Any party hereto may change its address,
telecopier number or e-mail address for notices and other communications
hereunder by notice to the other parties hereto.  (d)Posting.Each Company further agrees that the Administrative
Agent may make all information, documents and other materials (other
than Material Agreements) that it is obligated to furnish to the Administrative
Agent or the Collateral Agent pursuant to this Agreement and any other Loan
Document, including all notices, requests, financial statements, financial and
other reports, certificates and other information materialsavailable to the other Agents or the Lenders (the Communications) by posting such
Communications on IntraLinks, SyndTrak or a substantially similar electronic
transmission system (the Platform).  The Platform is provided as is and as
available.  The Agents do not warrant
the accuracy or completeness of the Communications, or the adequacy of the
Platform and expressly disclaim liability for errors or omissions in the
communications.  No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by any
Agent in connection with the Communications or the Platform.  (e)Access to Material
Agreements.  Any Lender
may obtain access to any Material Agreement from any Company through a written
request to Borrower; provided that
such Lender shall have agreed in writing to the Confidentiality Restrictions
relating to such Material Agreement.  Section 11.02Waivers; Amendment.  (a)  No failure or delay by any Agent or
any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies of each Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by Section 11.02(b),
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether any
Agent or any Lender may have had notice or knowledge of such Default at the
time.  No notice or demand on Borrower or
any other Loan Party in any case shall entitle Borrower or any other Loan Party
to any other or further notice or demand in similar or other circumstances.  91


(b)Subject to Section 11.02(c),
this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended, supplemented or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
Borrower and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent, the Collateral Agent (in the case of any Collateral
Document) and the Loan Party or Loan Parties that are parties thereto, in each
case with the written consent of the Required Lenders; provided that no such agreement shall:  (i)increase the Commitment of
any Lender without the written consent of such Lender (it being understood that
no amendment, modification, termination, waiver or consent with respect to any
condition precedent, covenant or Default (or any definitions used,
respectively, therein) shall constitute an increase in the Commitment of any
Lender for purposes of this clause (i));  (ii)reduce the principal amount
or premium, if any, of any Loan or reduce the rate of interest thereon (other
than interest pursuant to Section 2.06(c)) , or reduce any Fees
payable hereunder, or change the form or currency of payment of any Obligation,
without the written consent of each Lender directly affected thereby (it being
understood that any amendment or modification to the financial definitions in
this Agreement shall not constitute a reduction in the rate of interest for
purposes of this clause (ii));  (iii)postpone or extend the
maturity of any Loan, or any date for the payment of any interest or fees
payable hereunder, or reduce the amount of, waive or excuse any such payment
(other than a waiver of any increase in the interest rate pursuant to Section 2.06(c)),
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender directly affected thereby;  (iv)change Section 2.14(b)or
(c)or Section 9.02 in a manner that would alter the
order of or the pro rata sharing
of payments or setoffs required thereby, without the written consent of each
Lender;  (v)change the percentage set
forth in the definition of Required Lenders or any other provision of any
Loan Document (including this Section 11.02) specifying the number
or percentage of Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender;  (vi)release all or substantially
all of the Subsidiary Guarantors from their respective Guarantees (except as
expressly provided in Article VII), or limit their liability in
respect of such Guarantees, without the written consent of each Lender;  (vii)except as expressly
permitted in this Agreement or any Collateral Document, release all or
substantially all of the Pledged Collateral from the Liens of the Collateral
Documents or alter the relative priorities of the Obligations entitled to the
Liens of the Collateral Documents (except in connection with securing
additional Obligations equally and ratably with the other Obligations), in each
case without the written consent of each Lender;  (viii)change Section 11.04(b)in
a manner which further restricts assignments thereunder without the written
consent of each Lender; or  92


(ix)waive, amend, supplement or
modify any provisions of the Collateral Trust Agreement, without the written consent
of the Supermajority Lenders;  provided, further,that (1) no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Collateral Agent without the prior written
consent of the Administrative Agent or the Collateral Agent, as the case may
be, and (2) any waiver, amendment or modification prior to such time as
the Arrangers (and its affiliates) Commitments and outstanding credit
extensions in respect of the Facilities have been reduced to less than zero may
not be effected without the written consent of the Arranger.  Notwithstanding the foregoing, any provision
of this Agreement for which an amendment or waiver requires 100% of the Lenders
or 100% of the affected Lenders may be amended by an agreement in writing
entered into by Borrower, the Required Lenders or the Supermajority Lenders, as
the case may be, and the Administrative Agent if (x) by the terms of such
agreement the Commitment of each Lender not consenting to the amendment
provided for therein shall terminate upon the effectiveness of such amendment, (y) at
the time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of, premium, if any, and interest
accrued on each Loan made by it and all other amounts owing to it or accrued
for its account under this Agreement, and (z) Section 2.16(b)is
complied with.  (c)Without the consent of any
other person, the applicable Loan Party or Loan Parties and the Administrative
Agent and/or Collateral Agent may (in its or their respective sole discretion,
or shall, to the extent required by any Loan Document) enter into any amendment
or waiver of any Loan Document, or enter into any new agreement or instrument,
to effect the granting, perfection, protection, expansion or enhancement of any
security interest in any Pledged Collateral or additional property to become
Collateral for the benefit of the Secured Parties, or as required by applicable
Legal Requirements to give effect to, or protect any security interest for the
benefit of the Secured Parties, in any property or assets so that the security
interests therein comply with applicable Legal Requirements.  Section 11.03Expenses;
Indemnity; Damage Waiver.  (a)  The
Companies agree, jointly and severally, to pay, promptly upon demand:  (i)all reasonable costs and
expenses incurred by the Arranger, the Administrative Agent, and the Collateral
Agent, including the reasonable fees, charges and disbursements of Advisors for
the Arranger, the Administrative Agent and the Collateral Agent, in connection
with the syndication of the Loans and Commitments, the preparation,
negotiation, execution and delivery of the Loan Documents, the administration
of the Credit Extensions and Commitments, the perfection and maintenance of the
Liens securing the Pledged Collateral and any actual or proposed amendment,
supplement or waiver of any of the Loan Documents (excluding paragraph 6 of the
Debt Financing Letter referred to in clause (ii) of the definition of such
term and other obligations that arise under the Debt Financing Letters to the
extent such obligations relate directly and solely to such paragraph 6)
(whether or not the transactions contemplated hereby or thereby shall be
consummated);  (ii)all costs and expenses
incurred by the Administrative Agent or the Collateral Agent, including the
fees, charges and disbursements of Advisors for the Administrative Agent and
the Collateral Agent, in connection with any action, claim, suit, litigation,
investigation, inquiry or proceeding affecting the Pledged Collateral or any
part thereof, in which action, claim, suit, litigation, investigation, inquiry
or proceeding the Administrative Agent or the Collateral Agent is made a party
or participates or in which the right to use the Pledged Collateral or any part
thereof is threatened in writing, or in which it becomes necessary in the
judgment of the Administrative Agent or the Collateral Agent to defend or
uphold the Liens granted by the Collateral Documents (including any action,
claim, suit,  93


litigation, investigation,
inquiry or proceeding to establish or uphold the compliance of the Pledged
Collateral with any Legal Requirements);  (iii)all costs and expenses
incurred by the Agents or any Lender, including the fees, charges and
disbursements of Advisors for any of the foregoing, incurred in connection with
the enforcement or protection of its rights under the Loan Documents (excluding
paragraph 6 of the Debt Financing Letter referred to in clause (ii) of the
definition of such term and other obligations that arise under the Debt
Financing Letters to the extent such obligations relate directly and solely to
such paragraph 6), including its rights under this Section 11.03(a),
or in connection with the Loans made hereunder and the collection of the
Obligations, including all such costs and expenses incurred during any workout,
restructuring or negotiations in respect of the Obligations; and  (iv)all Other Taxes in respect
of the Loan Documents.  (b)The Companies agree, jointly
and severally, to indemnify the Agents, each Lender and each of their
respective Related Persons (each such person being called an Indemnitee) against, and
to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and
any and all losses, claims, damages, liabilities, fees, fines, penalties,
actions, judgments, suits and related expenses, including reasonable Advisors
fees, charges and disbursements (collectively, Claims), incurred
by, imposed on or asserted against any Indemnitee, directly or indirectly,
arising out of, in any way connected with, or as a result of (i) the
execution, delivery, performance, administration or enforcement of the Loan
Documents (excluding paragraph 6 of the Debt Financing Letter referred to in
clause (ii) of the definition of such term and other obligations that
arise under the Debt Financing Letters to the extent such obligations relate
directly and solely to such paragraph 6) or any agreement or instrument
contemplated thereby or the performance by the parties thereto of their
respective obligations thereunder, or any other services or advice that
Jefferies & Company, Inc., Jefferies Finance LLC and/or any of
their respective Affiliates has provided to any Company, (ii) any actual
or proposed use of the proceeds of the Loans, (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not
any Indemnitee is a party thereto, (iv) any actual or alleged presence or Release
or threatened Release of Hazardous Materials, on, at, under or from any
property owned, leased or operated by any Company at any time, or any
Environmental Claim or threatened in writing Environmental Claim related in any
way to any Company, (v) any past, present or future non-compliance with,
or violation of, Environmental Laws  or
Environmental Permits applicable to any Company, or any Companys business, or
any property presently or formerly owned, leased, or operated by any Company or
their predecessors in interest, (vi) the environmental condition of any
property owned, leased, or operated by any Company at any time, or the
applicability of any Legal Requirements relating to such property, whether or
not occasioned wholly or in part by any condition, accident or event caused by
any act or omission of any Company, (vii) the imposition of any
environmental Lien encumbering any Real Property, (viii) the consummation
of the Transactions (excluding future transactions contemplated by paragraph 6
of the Debt Financing Letter referred to in clause (ii) of the definition
of such term) and the other transactions contemplated hereby (including the
syndication of the Revolving Credit Facility) or (ix) any actual or
prospective action, claim, suit, litigation, investigation, inquiry or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by any Company or
otherwise, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have directly resulted
solely from the gross negligence or willful misconduct of such Indemnitee.  (c)The Companies agree, jointly
and severally, that, without the prior written consent of the Administrative
Agent and any affected Lender, which consent(s) will not be unreasonably  94


withheld, the Companies will
not enter into any settlement of a Claim in respect of the subject matter of
clauses (i) through (ix) of Section 11.03(b) unless
such settlement includes an explicit and unconditional release from the party
bringing such Claim of all Indemnitees.  (d)The provisions of
this Section 11.03 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the
consummation of the Transactions and the other transactions contemplated hereby,
the repayment of the Loans and any other Obligations, the release of any
Subsidiary Guarantor or of all or any portion of the Pledged Collateral, the
expiration of the Commitments, the invalidity or unenforceability of any term
or provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agents or any Lender.  All amounts due under this Section 11.03
shall be accompanied by reasonable documentation with respect to any
reimbursement, indemnification or other amount requested.  (e)To the extent that
the Companies fail to indefeasibly pay any amount required to be paid by them
to the Agents under Sections 11.03(a) or (b) in
accordance with Section 11.03(g), each Lender severally agrees to
pay to the Agents such Lenders pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount (such indemnity shall be
effective whether or not the related losses, claims, damages, liabilities and
related expenses are incurred or asserted by any party hereto or any third
party); provided that the
unreimbursed Claim was incurred by or asserted against any of the Agents in its
capacity as such.  For purposes of this Section 11.03(e),
a Lenders pro rata share shall
be determined based upon its share of the sum of the total Loan Exposure,
outstanding Loans and unused Commitments at the time.  (f)To the fullest
extent permitted by applicable Legal Requirements, no Company shall assert, and
each Company hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, exemplary, consequential, or punitive damages
(including any loss of profits, business or anticipated savings) arising out
of, in connection with, or as a result of, any Loan Document or any agreement
or instrument contemplated hereby or thereby, the Transactions, any Loan or the
use of the proceeds thereof.  No
Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with the Loan Documents or the transactions contemplated hereby or
thereby.  (g)All amounts due
under this Section 11.03 shall be payable not later than 10 days
after demand therefor.  Section 11.04Successors and Assigns.  (a)  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Companies may not assign or otherwise transfer any of
their respective rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender, which consent may be
withheld in their respective sole discretion (and any attempted assignment or
transfer by any Company without such consent shall be null and void).  Nothing in this Agreement or any other Loan
Document, express or implied, shall be construed to confer upon any person (other
than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent expressly provided in Section 11.04(e)and,
to the extent expressly contemplated hereby, the other Indemnitees) any legal
or equitable right, remedy or claim under or by reason of this Agreement or any
other Loan Document.  (b)Any Lender shall
have the right at any time to assign to one or more assignees (other than any
Company or any Affiliate thereof or a natural person) all or a portion of its
rights and  95


obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that:  (i)except in the case
of (A) an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, (B) any assignment made in connection with the syndication of the
Commitments and Loans by the Arranger or (C) an assignment of the entire
remaining amount of the assigning Lenders Commitment or Loans, the amount of
the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$2,500,000;  (ii)each partial
assignment shall be made as an assignment of a proportionate part of all of the
assigning Lenders rights and obligations under this Agreement;  (iii)the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500; provided that such fee shall not be
payable in the case of (A) an assignment by any Lender to an Approved Fund
of such Lender, (B) any assignment made in connection with the primary
syndication of the Commitments and Loans by the Arranger or (C) an
assignment settled through the Administrative Agent;  (iv)the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; and  (v)in the case of an
assignment of all or a portion of a Commitment or a Loan (except in the case of
(A) an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, or (B) any assignment made in connection with the syndication of the
Commitments and Loans by the Arranger), Borrower must give its prior written
consent to such assignment (which consent shall not be unreasonably withheld,
delayed or conditioned).  Notwithstanding the foregoing, if an Event of
Default has occurred and is continuing any consent of Borrower otherwise
required under this paragraph shall not be required.  Subject to acceptance and recording thereof
pursuant to Section 11.04(d), from and after the later of (i) the
effective date specified in each Assignment and Acceptance and (ii) the
date the assignment is recorded in the Register, the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement (provided that any
liability of Borrower to such assignee under Section 2.12 or 2.15
shall be limited to the amount, if any, that would have been payable thereunder
by Borrower in the absence of such assignment, except to the extent any such
amounts are attributable to a Change in Law occurring after the date of such
assignment), and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lenders rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.12, 2.15 and 11.03).  (c)The Administrative
Agent, acting for this purpose as an agent of Borrower, shall maintain at one
of its offices a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the Register).  The entries in the Register shall be
conclusive in the absence of manifest error, and Borrower, the Administrative
Agent, and the Lenders may treat each person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement,  96


notwithstanding notice to the
contrary.  The Register shall be
available for inspection by Borrower and any Lender (with respect to its own
interest only), at any reasonable time and from time to time upon reasonable
prior notice.  (d)Upon its receipt of
a duly completed Assignment and Acceptance executed by an assigning Lender and
an assignee, the assignees completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in Section 11.04(b)and any written consent to
such assignment required by Section 11.04(b), the Administrative
Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this Section 11.04(b).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with the
requirements of this Section 11.04 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 11.04(e).  (e)Any Lender shall
have the right at any time, without the consent of, or notice to Borrower or
the Administrative Agent or any other person to sell participations to any
person (other than any Company or any Affiliate thereof or a natural person) (a
Participant) in all or a portion of
such Lenders rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (i) such Lenders
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) Borrower, the Administrative Agent, the
Collateral Agent, and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and
obligations under this Agreement.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) is described in clauses (i), (ii) or (iii) of
the proviso to Section 11.02(b)and (2) directly affects
such Participant.  Subject to Section 11.04(f),
each Participant shall be entitled to the benefits and subject to the
limitations and obligations of Sections 2.12 and 2.15 to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 11.04(b). 
To the extent permitted by Legal Requirements, each Participant also
shall be entitled to the benefits of Section 11.08 as though it
were a Lender; provided that such
Participant agrees in writing to be subject to Section 2.14(c)as
though it were a Lender.  Each Lender
shall, acting for this purpose as an agent of Borrower, maintain at one of its
offices a register for the recordation of the names and addresses of its
Participants, and the amount and terms of its participations; provided that no Lender shall be required
to disclose or share the information contained in such register with Borrower
or any other person, except as required by applicable Legal Requirements (the Participant Register) .  (f)A Participant
shall not be entitled to receive any greater payment under Sections 2.12,
or 2.15 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with (i) the prior written
consent of Borrower (which consent shall not be unreasonably withheld, delayed
or conditioned and expressly acknowledges any additional obligation of Borrower
in respect of Indemnified Taxes or Other Taxes) (it being understood and
agreed, for the avoidance of doubt, that it shall not be unreasonable for
Borrower to withhold, delay or condition such consent if the sale of the
participation to such Participant would reasonably be expected to result in
such Participants being entitled to receive any greater payment under Sections
2.12 or 2.15 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant) and (ii) subject
to compliance by Participant with Section 2.15 as though it were a
Lender.  Without limiting the generality
of the  97


foregoing, a Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.15 unless Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of Borrower, to comply with Section 2.15(e)as though
it were a Lender.  (g)Any Lender may at
any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 11.04(g)shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.  Without limiting the foregoing,
in the case of any Lender that is a fund that invests in bank loans or similar
extensions of credit, such Lender may, without the consent of Borrower, the
Administrative Agent or any other person, collaterally assign or pledge all or
any portion of its rights under this Agreement, including the Loans and Notes
or any other instrument evidencing its rights as a Lender under this Agreement,
to any holder of, trustee for, or any other representative of holders of,
obligations owed or securities issued, by such fund, as security for such
obligations or securities.  (h)Notwithstanding
anything to the contrary contained herein, any Lender (a Granting
Lender) may grant to a special purpose funding vehicle (an SPC), identified as such in writing from time to time by
the Granting Lender to the Administrative Agent and Borrower, the option to
provide to Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to such Borrower pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof and (iii) such Granting Lender maintains a
Register comparable to the Participant Register described in paragraph (e) of
this Section 11.04 showing the transfer to the SPC; provided  further
that nothing herein shall make the SPC a Lender for the purposes of this
Agreement, obligate Borrower or any other Loan Party or the Administrative
Agent to deal with such SPC directly, obligate Borrower or any other Loan Party
in any manner to any greater extent than they were obligated to the Granting
Lender, or increase costs or expenses of Borrower.  The Loan Parties and the Administrative Agent
shall be entitled to deal solely with, and obtain good discharge from, the
Granting Lender and shall not be required to investigate or otherwise seek the
consent or approval of any SPC, including for the approval of any amendment,
waiver or other modification of any provision of any Loan Document.  The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States of America or any state thereof. 
In addition, notwithstanding anything to the contrary contained in this Section 11.04(h),
any SPC may (i) with notice to, but without the prior written consent of,
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by Borrower and the
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii) disclose
on a confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.  98


(i)The words execution,
signed, signature, and words of like import in any Assignment and
Acceptance shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Legal Requirement, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.  Section 11.05Survival of Agreement.  All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
reports, certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Agents or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect
as long as any Obligation is outstanding and so long as the Commitments have
not expired or terminated; provided that
the representations and warranties in this Agreement and the other Loan
Documents are made or deemed made only on the date of any Credit Extension
hereunder in accordance with Sections 4.01 and 4.02.  The provisions of Article X and Sections 2.12
to 2.15, 10.06, 11.03 and 11.08 to 11.10
shall survive and remain in full force and effect regardless of the
consummation of the Transactions and the other transactions contemplated
hereby, the repayment of the Loans and the termination of the Commitments or
the termination of this Agreement or any provision hereof.  Section 11.06Counterparts; Integration;
Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents,
and any separate letter agreements with respect to fees payable to the
Administrative Agent and/or the Arranger, constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Except as
provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 
Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or other electronic transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.  Section 11.07Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.  Section 11.08Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable Legal Requirements, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender or any such Affiliate to or for the credit or the
account of any Company against any and all of the obligations of any Company
now or hereafter existing under this Agreement or any other Loan Documents
(excluding paragraph 6 of the Debt  99


Financing Letter referred to in
clause (ii) of the definition of such term and other obligations that
arise under the Debt Financing Letters to the extent such obligations relate
directly and solely to such paragraph 6) held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or
any other Loan Document and although such obligations may be contingent or
unmatured or are owed to a branch or office of such Lender different from the
branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender under this Section 11.08
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.  Section 11.09Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This
Agreement shall be construed in accordance with and governed by the law of the
State of New York, without regard to conflicts of law principles that would
require the application of the laws of another jurisdiction.  (b)Each Company hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court or, to the extent permitted by applicable Legal Requirements, in such
federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable Legal Requirements.  Nothing in this Agreement or any other Loan
Document or otherwise shall affect any right that the Administrative Agent, any
other Agent  or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Company or its properties in the courts of any
jurisdiction.  (c)Each Company hereby
irrevocably and unconditionally waives, to the fullest extent permitted by
applicable Legal Requirements, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to
in Section 11.09(b).  Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted
by applicable Legal Requirements, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.  (d)Each party to this
Agreement irrevocably consents to service of process in any action or
proceeding arising out of or relating to any Loan Document, in the manner
provided for notices (other than telecopy or email) in Section 11.01.  Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by applicable Legal Requirements.  Section 11.10Waiver of Jury Trial.  Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable Legal Requirements,
any right it may have to a trial by jury in any legal proceeding directly or
indirectly arising out of or relating to any Loan Document, the Transactions or
the other transactions contemplated hereby or thereby (whether based on
contract, tort or any other theory). 
Each party hereto (a) certifies that 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 and (b) acknowledges that it and the other parties hereto
have been induced to enter into this Agreement by, among other things, the
mutual waivers and certifications in this Section 11.10.  100


Section 11.11Headings; No Adverse
Interpretation of Other Agreements.  Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.  This Agreement may not be used to interpret any other loan or debt
agreement or instrument of any Company or of any other person.  Any such loan or debt agreement or instrument
may not be used to interpret this Agreement or any other Loan Document.  Section 11.12Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its
Affiliates and Approved Funds directors, officers, employees, agents,
advisors and other representatives, including accountants, legal counsel and
other advisors (it being understood that the persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential pursuant to the terms hereof),
(b) to the extent requested by any regulatory authority or any
quasi-regulatory authority (such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Legal
Requirements or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any
remedies under the Loan Documents or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 11.12, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to Borrower and its obligations, (iii) any actual or
prospective investor in an SPC or (iv) any rating agency for the purpose
of obtaining a credit rating applicable to any Loan or Company, (g) with
the consent of Borrower or (h) to the extent such Information (i) is
publicly available at the time of disclosure or becomes publicly available
other than as a result of a breach of this Section 11.12 or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than Borrower or any Subsidiary.  In addition, the Agents and the Lenders may
disclose the existence of the Loan Documents and information about the Loan
Documents to market data collectors, similar service providers to the financing
community, and service providers to the Agents and the Lenders.  For the purposes of this Section 11.12,
Information shall mean all
information received from Borrower relating to Borrower or any of its
Subsidiaries or its business that is clearly identified at the time of delivery
as confidential, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by Borrower.  Any person
required to maintain the confidentiality of Information as provided in this Section 11.12
shall be considered to have complied with its obligation to do so if such
person has exercised the same degree of care to maintain the confidentiality of
such Information as such person would accord to its own confidential
information.  Section 11.13Interest Rate Limitation.  Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively, the Charges),
shall exceed the maximum lawful rate (the Maximum
Rate) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable Legal
Requirements, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would
have been payable in respect of such Loan but were not payable as a result of
the operation of this Section 11.13 shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.  101


Section 11.14Assignment and Acceptance.  Each Lender to become a party to this
Agreement (other than the Administrative Agent and any other Lender that is a
signatory hereto) shall do so by delivering to the Administrative Agent an
Assignment and Acceptance duly executed by such Lender, Borrower (if Borrower
consent to such assignment is required hereunder) and the Administrative Agent.  Section 11.15Obligations Absolute.  To the fullest extent permitted by applicable
law, all obligations of the Companies hereunder shall be absolute and
unconditional irrespective of:  (a)any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of any Company;  (b)any lack of
validity or enforceability of any Loan Document or any other agreement or
instrument relating thereto against any other Company;  (c)in the case of any
Subsidiary Guarantor, any change in the time, manner or place of payment of, or
in any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from any Loan Document or any other
agreement or instrument relating thereto;  (d)in the case of any
Subsidiary Guarantor, any exchange, release or non-perfection or loss of
priority of any Liens on any or all of the Pledged Collateral, or any release
or amendment or waiver of or consent to any departure from any guarantee, for
all or any of the Obligations;  (e)in the case of any
Subsidiary Guarantor, any exercise or non-exercise, or any waiver of any right,
remedy, power or privilege under or in respect hereof or any Loan Document; or  (f)any other
circumstances which might otherwise constitute a defense available to, or a
discharge of, any other Company.  Section 11.16Waiver of Defenses; Absence of
Fiduciary Duties.  (a)  Each of the Companies hereby waives any and all
suretyship defenses available to it as a Subsidiary Guarantor arising out of
the joint and several nature of its respective duties and obligations hereunder
(including any defense contained in Article VII).  (b)Each of the
Companies agrees that in connection with all aspects of the transactions
contemplated hereby or by the other Loan Documents and any communications in
connection therewith, the Companies and their respective Affiliates, on the one
hand, and each Lender, SPC and Agent, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any fiduciary
duty on the part of any Lender, SPC or any Agent or any of their respective
Affiliates, and no such duty will be deemed to have arisen in connection with
any such transactions or communications.  Section 11.17USA Patriot Act.  Each Lender hereby notifies each Loan Party
that pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies the Loan Parties, which
information includes the name, address 
and taxpayer identification number of each Loan Party and other
information that will allow such Lender to identify such Loan Party in
accordance with the Patriot Act.  Section 11.18Judgment Currency.  (a)  The Companies obligations
hereunder and under the other Loan Documents to make payments in Dollars shall
not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than Dollars, except  102


to the extent that such tender
or recovery results in the effective receipt by the Administrative Agent or the
respective Lender of the full amount of Dollars expressed to be payable to the
Administrative Agent or such Lender under this Agreement or the other Loan
Documents.  If, for the purpose of
obtaining or enforcing judgment against any Company in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other
than Dollars (such other currency being hereinafter referred to as the Judgment Currency) an amount due in
Dollars, the conversion shall be made at the Dollar Equivalent determined as of
the Business Day immediately preceding the day on which the final judgment is
given (such Business Day being hereinafter referred to as the Judgment Currency Conversion Date).  If the Dollars so obtained are less than the
sum originally due to the Administrative Agent and the Lenders in Dollars, the
Companies agree, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent and the Lenders against such
loss.  (b)If there is a
change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Companies
shall pay, or cause to be paid, such additional amounts, if any (but in any
event not a lesser amount) as may be necessary to ensure that the amount paid
in the Judgment Currency, when converted at the rate of exchange prevailing on
the date of payment, will produce the amount of Dollars which could have been
purchased with the amount of Judgment Currency stipulated in the judgment or
judicial award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.  (c)For purposes of
determining the Dollar Equivalent or any other rate of exchange for this Section 11.18,
such amounts shall include any premium and costs payable in connection with the
purchase of Dollars.  Section 11.19Collateral Trust Agreement
Matters.  (a)  As required by, among other provisions,
Sections 1.1(dd), 1.1(ff)(y), 1.1(bbb)(i), 2.9(a)(iv) and 3.8 of the
Collateral Trust Agreement, the Administrative Agent hereby agrees as follows
(and the Lenders hereby unconditionally and irrevocably authorize and appoint
the Administrative Agent to make the following agreements and take the
following actions):  (i)for the
enforceable benefit of all holders of each other existing and future Series of
First Priority Lien Debt, each existing and future First Priority Debt
Representative and the Collateral Agent, (i) all First Priority Lien
Obligations will be and are secured Equally and Ratably by all Liens at any
time granted by Borrower or any other Obligor to secure any Obligations in
respect of such Series of First Priority Lien Debt, whether or not upon
property otherwise constituting Pledged Collateral, (ii) all such Liens
will be enforceable by the Collateral Agent for the benefit of all holders of
First Priority Lien Obligations Equally and Ratably, and (iii) the
Administrative Agent is bound by the provisions in the Collateral Trust
Agreement relating to the order of application of proceeds from enforcement of
such Liens, and consent to and direct the Collateral Agent to perform its obligations
under the Collateral Trust Agreement;  (ii)for the enforceable
benefit of all holders of each existing and future holders of Permitted Prior
Liens and the Collateral Agent, to be bound by the provisions of the Collateral
Trust Agreement;  (iii)to vote with respect
to the Indebtedness in connection with this Agreement and the Account in
accordance with the Collateral Trust Agreement, including Article IV of
the Collateral Trust Agreement;  (iv)to act as the
exclusive First Priority Debt Representative for purposes related to the
administration of Security Documents;  103


(v)to execute and
deliver a Collateral Trust Joinder pursuant to the Collateral Trust Agreement;  (vi)to provide a written
notice pursuant to Section 2.9(a)(iv) of the Collateral Trust
Agreement specifying the name and address of the First Priority Lien
Representative for purposes of Section 8.5 of the Collateral Trust
Agreement; and  (vii)to take such steps
and actions as the Administrative Agent in its sole discretion shall deem
necessary or advisable to cause the Administrative Agent to (i) become a
party to, and entitled to the benefits of, the Collateral Trust Agreement and (ii) to
be the exclusive First Priority Debt Representative.  (b)Capitalized terms
used in this Section 11.19 but not defined in this Agreement (or
that are defined in this Agreement and in the Collateral Trust Agreement) have
the respective meanings given to them in the Collateral Trust Agreement solely
for purposes of this Section 11.19.  Section 11.20Limitation on Loans.  Pursuant to Section 4.4(a)(ii) of
the Collateral Trust Agreement, the aggregate principal of Loans at any one
time outstanding shall not exceed $40.0 million, less the aggregate amount of
all Net Proceeds of Asset Sales applied or required to be applied by Borrower
to repay Indebtedness hereunder and effect a corresponding reduction in the
maximum amount of Loans that may be borrowed hereunder (or Permitted
Refinancing Indebtedness, if ever permitted under this Agreement) and effect a
corresponding reduction in the Commitments hereunder pursuant to Section 5.10
of the Convertible Indenture. 
Capitalized terms used in this Section 11.20 but not defined
in this Agreement (or that are defined in this Agreement and in the Collateral
Trust Agreement) have the respective meanings given to them in the Collateral
Trust Agreement solely for purposes of this Section 11.20.  Section 11.21LEGEND.  THE LOANS HAVE BEEN ISSUED WITH OID FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. 
THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THE
LOANS MAY BE OBTAINED BY WRITING TO THE ADMINISTRATIVE AGENT AT THE
ADDRESS SET FORTH IN SECTION 11.01.  (Signature Pages Follow)  104


IN WITNESS WHEREOF, the parties hereto have
caused this Credit Agreement to be duly executed by their respective authorized
officers or other authorized signatories as of the day and year first above
written.  ICO NORTH AMERICA, INC., as BorrowerBy:
  /s/ J.
  Timothy BryanName: J.
  Timothy BryanTitle: Chief
  Executive OfficerICO GLOBAL COMMUNICATIONS (CANADA) 
  INC., as a Subsidiary GuarantorBy: ICO
  North America, Inc., its parentBy:
  /s/ J.
  Timothy BryanName: J.
  Timothy BryanTitle: Chief
  Executive OfficerICO SATELLITE MANAGEMENT, LLC, as a 
  Subsidiary GuarantorBy: ICO
  North America, Inc., its sole memberBy:
  /s/ J.
  Timothy BryanName: J.
  Timothy BryanTitle: Chief
  Executive OfficerEXECUTED AS
  A DEED FOR AND ON BEHALF 
  OF:ICO SATELLITE NORTH AMERICA LIMITED, as a
  Subsidiary GuarantorBy: ICO
  North America, Inc., its parentBy:
  /s/ J.
  Timothy BryanName: J.
  Timothy BryanTitle: Chief
  Executive OfficerIn the presence
  of:
  /s/
  Michael P. CorkeryName of
  witness: Michael P. CorkeryAddress of
  witness: ICO Global Communications11700 Plaza
  America Drive, Suite 1010Reston, VA
  20190   Signature Page to Amended and
Restated Credit Agreement


ICO SATELLITE SERVICES G.P., as a Subsidiary
  GuarantorBy: ICO
  Services Limited, a general partnerBy:
  /s/ Kelly
  MeadowsName: Kelly
  MeadowsTitle:
  DirectorNEW ICO SATELLITE SERVICES G.P., as a 
  Subsidiary GuarantorBy: ICO
  Satellite Services G.P., a general partnerBy: ICO
  Services Limited, a general partnerBy:
  /s/ Kelly
  MeadowsName: Kelly
  MeadowsTitle:
  Director   Signature Page to Amended and
Restated Credit Agreement


ICO SATELLITE SERVICES LIMITED, as a
  Subsidiary GuarantorBy:
  /s/ Kelly
  MeadowsName: Kelly
  MeadowsTitle:
  DirectorICO SERVICES LIMITED, as a Subsidiary
  GuarantorBy:
  /s/ Kelly
  MeadowsgName: Kelly
  MeadowsTitle:
  DirectorSSG UK LIMITED, as a Subsidiary GuarantorBy:
  /s/ Kelly
  MeadowsName: Kelly
  MeadowsTitle:
  Director   Signature Page to Amended and
Restated Credit Agreement


JEFFERIES FINANCE LLC,as
  Administrative Agent, Arranger, Book Manager and Documentation AgentBy:
  /s/ E.
  Joseph HessName: E.
  Joseph HessTitle:
  Managing DirectorJEFFERIES FINANCE LLC,as
  Syndication AgentBy:
  /s/ E.
  Joseph HessName: E.
  Joseph HessTitle:
  Managing Director   Signature Page to Amended and
Restated Credit Agreement


THE BANK OF NEW YORK,as
  Collateral AgentBy:
  /s/ Rafael
  E. MirandaName:  Rafael E. MirandaTitle:  Vice
  President   Signature Page to Amended and
Restated Credit Agreement


Special Situation Investing Group, Inc.,as a LenderBy:
  /s/ Robert
  G. Frahm IIIName:  Robert G. Frahm IIITitle:  Authorized Signatory   Signature Page to Amended and
Restated Credit Agreement


Canpartners Investments IV, LLC,as a LenderBy:
  /s/ Joshua
  E. FriedmanName:  Joshua E. FriedmanTitle:  Managing Partner   Signature Page to Amended and
Restated Credit Agreement


HB REGAS, INC.,By:
  Highbridge Capital Management, LLC,Its
  Investment Advisor,as a LenderBy:
  /s/ Adam J.
  ChillName:  Adam J. ChillTitle:  Managing Director   Signature Page to Amended and
Restated Credit Agreement


Annex I  Initial
Lenders and Commitments  Lender
  
  Address for Notices
  
  Amount of CommitmentSpecial
  Situations Investing Group, Inc.
  
  30
  Hudson Street, 36th Floor
  Jersey
  City, NJ 07302
  Attention:
  Barbara Fabbri
  Michelle
  Latzoni
  Telecopy
  No.: (917) 977-4121
  
  $
  18.0 millionHB
  Regas, Inc.
  
  c/o
  Highbridge Capital Management
  9
  West 57th Street, 27th Floor
  New
  York, NY 10019
  Attention:
  Ari J. Storch
  Adam
  J. Chill
  Telecopy
  No.: (212) 751-0755
  
  $
  9.0 millionCanpartners
  Investments IV, LLC
  
  c/o
  J.P. Morgan FCS Corporation
  13455
  Noel Road, Suite 1150
  Dallas,
  TX 75044
  Attention:
  Sylvia Bao
  Telecopy
  No.: (214) 291-4145
  
  $
  13.0 million  I-1