AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 1 TO
This
Amendment No. 1 (“Amendment”) to that certain Registration Rights Agreement,
dated as of December 12, 2002 (“Agreement”), by and between ICO Global
Communications (Holdings) Limited (“Company”) and Eagle River Investments, LLC
(subsequently assigned to Eagle River Satellite Holdings, LLC) (“Holder”) is
made as of the 11th day of December, 2007 (“Effective Date”)
(Company and Holder, each a “Party” and collectively, the “Parties”).
Capitalized terms used herein without definition shall have the meanings given
to such terms in the Agreement.
WHEREAS,
the
Agreement grants Holder the right to demand registration of 3,000,000 shares
of
the Company’s Class A Common Stock that Holder has the right to acquire pursuant
to a Warrant Agreement, also dated as of December 12, 2002 (“Registration
Rights”).
WHEREAS,
the
Agreement expires December 12, 2007 (“Initial Expiration Date”).
WHEREAS,
Holder
has agreed to refrain from exercising its Registration Rights before the Initial
Expiration Date if the Company agrees to extend the term of the Agreement.
NOW
THEREFORE,
in
consideration of the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Parties hereby agree as follows:
1.
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Amendment
to Section 14 Term. Section
14 of the Agreement is hereby amended and restated in its entirety
to read
as follows:
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“14. Term.
This
Agreement and the rights granted hereunder shall expire on the seventh
anniversary of the date set forth in the preamble to this
Agreement.”
2.
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New
Section 15. Section
15 of the Agreement is hereby added to read as
follows:
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“15.
Waiver
of Certain Registration Rights.
Holder
agrees not to exercise its rights under Section 2 of the Agreement before the
Initial Expiration Date.”
3.
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Counterparts.
This Amendment may be executed in two or more counterparts, each
of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery of an originally executed signature
page or pages hereto, a counterpart signature page, or a photocopy
or
electronically scanned copy thereof transmitted by telephone facsimile
transmission or electronic mail shall be as effective as delivery
of a
manually signed counterpart of this Amendment.
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4.
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Continuing
Effect.
With the exception of this Amendment, the remaining provisions of
the
Agreement remain unchanged.
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*
* *
*
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date.
ICO Global Communications (Holdings) Limited | Eagle River Satellite Holdings, LLC | |
/s/
Xxxxxxx X. Xxxxxxx
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/s/
Xxxxx Xxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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Name:
Xxxxx Xxxxxxxx
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Title:
Executive Vice President,
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Title:
Vice President
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Chief
Financial Officer
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