EXHIBIT 10.52
AGREEMENT
AMONG
COMSAT CORPORATION
COMSAT ARGENTINA S. A.
AND
ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
ICO GLOBAL COMMUNICATIONS HOLDINGS B.V.
ICO GLOBAL COMMUNICATIONS SERVICES INC.
Dated as of September 30, 1998
AGREEMENT
This Agreement ("Agreement") is made and entered into as of the
30th day of September,1998 ("Effective Date") by and among the following
parties:
COMSAT Corporation, a Washington D.C. corporation ("COMSAT
Corporation"), with its principal place of business at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇.▇.▇.;
COMSAT ARGENTINA S. A., a sociedad anonime ("COMSAT
Argentina"), with its principal place of business at ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 1363, ▇▇▇ ▇▇▇▇▇, (▇▇▇▇) ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇;
ICO Global Communications (Holdings) Limited, a Bermuda
corporation ("ICO Bermuda"), with its principal place of
business at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇;
ICO Global Communications Holdings B.V., a Netherlands
corporation ("ICO Netherlands"), with its principal place
of business at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇; and
ICO Global Communications Services Inc., a Delaware
corporation ("ICO Services"), with its principal place of
business at The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇.
In consideration of the covenants contained in this Agreement, the parties
hereto hereby agree as follows:
Section 1. Defined Terms.
Each of the terms set forth below, when used in this Agreement, will have
the definition set forth opposite such term:
Closing Date - The date to be agreed to by the parties, as more fully set
forth in Section 9 hereof.
Closing - The closing of the transactions contemplated by this Agreement
pursuant to Section 9 hereof.
COMSAT - COMSAT Corporation and COMSAT Argentina.
COMSAT Entity - COMSAT Corporation and each of its direct and indirect
subsidiaries.
COMSAT Shares - The ICO Bermuda shares owned , respectively, on the date of
this Agreement by COMSAT Corporation , being a total of 2,015,604 shares,
and COMSAT Argentina , being a total of 1,226,007 shares, as such shares
and the number thereof may change to reflect any changes in the share
capital of ICO Bermuda or the relationship between ICO Bermuda and any
successor entity at any time during the period of performance of this
Agreement.
COMSAT Subscription Agreements - The Subscription Agreements dated January,
1995, and all amendments thereto, between COMSAT Corporation and COMSAT
Argentina, respectively, and a predecessor to ICO Bermuda and related
documents and similar documents between any COMSAT Entity and any ICO
Entity.
Distribution Rights - All rights and preferences of any COMSAT Entity to
distribute any services of any ICO Entity or otherwise act for any ICO
Entity anywhere in the world, including but not limited to all such rights
and preferences that may have been granted or promised by any ICO Entity to
any COMSAT Entity, including without limitation, any distribution rights
granted, promised or referred to in the Information Memorandum, COMSAT
Subscription Agreements, actions of or publications by any ICO Entity or
its Board of Directors, or employees or agents, or other agreement, whether
referred to as distribution rights, commercial rights, gateway operator,
service partner, service provider, right to be a National Service
Wholesaler, National Service Retailer, Service Wholesaler, Service
Retailer, or otherwise . Nothing herein shall be construed as preventing
COMSAT from acting as a non-exclusive provider to International Mobile
Satellite Organization ("Inmarsat") for the distribution in the United
States of non-hand held ICO products for the maritime and aeronautical
market segments or non-hand held ICO services for the maritime and
aeronautical market segments.
ICO - ICO Bermuda, ICO Netherlands, and ICO Services. ICO Services is a
wholly owned subsidiary of ICO Netherlands, which is a wholly owned
subsidiary of ICO Global Communications (Netherlands Antilles) N.V., a
Netherlands Antilles corporation, which is a wholly owned subsidiary of ICO
Global Communications (Operations) Limited, a Cayman Islands corporation,
which is a wholly owned subsidiary of ICO Bermuda.
ICO Entity - ICO Bermuda and each of its direct and indirect subsidiaries.
ICO Services/USEI Memorandum of Understanding - A memorandum of
understanding in form and substance acceptable to ICO Services setting
forth in outline form an agreement between USEI and ICO Services or an
entity designated by ICO Services that would, among other things, (i)
replace the Main Agreement, (ii) set forth USEI's consent to the transfer
by COMSAT to ICO Services or an entity designated by ICO Services of the
USEI Agreement and USEI Lease
without condition at the request of ICO, and (iii) provide that the USEI
Agreement can be terminated by COMSAT or, in the event the USEI Agreement
has been transferred to ICO Services or an entity designated by ICO
Services, by ICO Services or such entity without cost to COMSAT, ICO
Services, or such entity.
ICO Cayman Islands - ICO Global Communications (Holdings) Limited, a
corporation organized under the laws of the Cayman Islands.
Information Memorandum - The Information Memorandum dated 16 September 1994
as amended by the First Addendum thereto dated 18 January 1995 and the
Second Addendum thereto dated 23 January 1995, referred to in the COMSAT
Subscription Agreement, pursuant to which COMSAT Corporation and COMSAT
Argentina acquired the COMSAT Shares.
Interconnect Agreement - Interconnect Agreement dated March 5, 1997 between
COMSAT Corporation and ICO Netherlands and all amendments thereto, if any.
Licenses - All licenses, authorizations, approvals, and permits and
applications therefor from any governmental authority obtained or applied
for by (i) COMSAT Corporation in connection with the Interconnect Agreement
and the Main Agreement or either or in the performance of its obligations
thereunder or in connection with any Distribution Rights and/or (ii) COMSAT
Argentina in connection with any Distribution Rights.
Main Agreement - Main Agreement dated March 5, 1997 between COMSAT
Corporation and ICO Services and all amendments thereto, if any.
Main Agreement Documents - All plans, reports, memoranda, test results,
insurance policies, schedules and other documents of whatsoever nature
created or obtained by COMSAT Corporation in connection with the
performance of its obligations under the Main Agreement and Interconnect
Agreement or either and that are reasonably necessary to continue the
installation, operations, maintenance, and interconnection of the SAN and
not subject to attorney-client privilege.
Main Agreement Subcontracts - All agreements entered into by any COMSAT
Entity with third parties pursuant to or in connection with the performance
of COMSAT Corporation's obligations under the Main Agreement and
Interconnect Agreement or either.
Parent Company Guaranty - The Parent Company Guaranty dated March 5, 1997
executed by ICO Cayman Islands in favor of COMSAT Corporation relating to
the Main Agreement and the Interconnect Agreement.
SAN - The Satellite Access Node constructed pursuant to the Main Agreement.
Site Lease - The Lease of Earth Station Site dated April 4, 1997 between
COMSAT Corporation and USEI and all amendments thereto, if any. Transition
Agreement - The Transition Agreement to be entered into by ICO Services and
COMSAT at the Closing, the form of which is attached hereto as Annex 1.
USEI - U.S. Electrodynamics, Inc., a corporation organized under the laws of
the state of Washington, USA.
USEI Agreement - The Agreement dated April 4, 1997 between COMSAT
Corporation and USEI relating to the construction and operation of the SAN
and all amendments thereto, if any.
Section 2. Payment.
At the Closing, ICO Bermuda (or, at ICO Bermuda's direction, any one or
more of the parties included within the definition of ICO) will pay to
COMSAT, by wire transfer to the bank account designated in writing by
COMSAT, in immediately available funds, the aggregate sum of (i) in
consideration for terminating the Main Agreement and Interconnect
Agreement, U.S. dollars four million five hundred thousand (U.S. $
4,500,000), and (ii) an additional sum (in U.S. dollars) equal to all
amounts which the parties hereto agree are or will be owed by ICO to COMSAT
Corporation through the Closing Date pursuant to the Main Agreement and
Interconnect Agreement that have not been paid as of such date, which sum
shall be determined no ;later than five (5) days prior to the Closing.
Section 3. Termination.
The Interconnect Agreement and Main Agreement shall terminate as of the
Closing Date, except for the following portions of the Interconnect
Agreement and Main Agreement which will remain in effect:
(a) Sections 12,18, 19, and 34 of the Interconnect Agreement, and
(b) Sections ▇▇▇, ▇▇, ▇▇, ▇▇▇, and H15.13 of the Main Agreement.
Section 4. Transfers To ICO and Transition Agreement.
(A) At the Closing, COMSAT Corporation and ICO Services or other entity
designated by ICO Services will execute and deliver, as of the Closing
Date, an Assignment and Assumption Agreement in the form attached hereto as
Annex 2, pursuant to which (i) COMSAT Corporation will assign or transfer
to ICO Services or other entity designated by ICO Services, all rights,
titles, and interests under the following, and (ii) ICO Services or other
entity designated by ICO Services will assume the obligations of COMSAT
Corporation that arise after the Closing under the following, and (iii) ICO
Services will indemnify COMSAT against all claims by third parties
(including costs) accruing after the Closing in connection with such
assumed obligations and reimburse COMSAT for any taxes or fees that may
become payable as a result of such assignment or transfer of rights,
titles, and interests under, the following:
(1) Site Lease;
(2) All Main Agreement Documents;
(3) All Main Agreement Subcontracts;
(4) All Licenses (to the extent transferable and subject to any
conditions applicable to transfer);
(5) All rights, titles, and interests of COMSAT Corporation in and
to all equipment, facilities, improvements, structures, and other
physical property and rights of whatsoever nature acquired by
COMSAT Corporation in connection with or for the SAN being
constructed pursuant to the Main Agreement or in connection with
the Interconnect Agreement; and
(6) All Distribution Rights.
(B) Except as otherwise agreed by the parties to facilitate the transition
services under the Transition Agreement, COMSAT Corporation will deliver to
ICO at or before the Closing the following documents which are defined in
the Main Agreement in whatever state of completion or readiness such
documents may exist on the Closing Date and otherwise on an "as is" basis:
As Built Plans
Confidential Information (received from ICO in connection with the
Main Agreement or Interconnect Agreement)
Plans
Requisite Consents (to the extent transferable and subject to any
conditions of transfer applicable thereto)
Site Lease
Building Contract
Copy of all Building Contractor Insurance Policies in COMSAT's
possession
Warranties applicable to equipment installed pursuant to the Main
Agreement
and all subcontracts, consulting agreements, utility agreements and similar
agreements entered into by COMSAT Corporation pursuant to the Main
Agreement.
(C) COMSAT Corporation will deliver to ICO at or before the Closing the
following with respect to the Interconnect Agreement:
(1) Confidential Information, as defined in the Interconnect
Agreement, received from ICO in connection with the
Interconnect Agreement,
(2) Names, addresses, telephone numbers, and other relevant
information relating all parties to which COMSAT Corporation
provided quotes for ICO interconnect services, and
(3) Such other information as may be in COMSAT's possession and
that COMSAT may have created or obtained prior to the
Effective Date in order to perform its obligations under the
Interconnect Agreement ("ICO Interconnect Information"),
provided that COMSAT shall not be obligated to deliver
quotes, traffic estimates or other information that is
derived from or represents a commingling of ICO Interconnect
Information and other COMSAT proprietary information (such as
quotes based on a bundling of forecasted ICO traffic and
other non-ICO related traffic).
At the request of ICO Services at any time during the term of the
Transition Agreement, COMSAT will assign or otherwise transfer to a party
designated by ICO Services or amend or otherwise take all actions required
to substitute such party in place of COMSAT as the applicant under,
whichever ICO Services elects, all licenses and other permits and
authorizations applied for by COMSAT to the U.S. Federal Communications
Commission pursuant to the Main Agreement or Interconnect Agreement.
(D) At the Closing, ICO Services and COMSAT will enter into the Transition
Agreement.
(E) If the Closing occurs, at the request of ICO Services at any time at or
prior to termination of the Transition Agreement and without the need for
further documentation other than the providing of written notice therefor
from ICO Services to COMSAT Corporation, COMSAT Corporation shall transfer
to ICO Services or other entity designated by ICO Services the rights of
COMSAT Corporation under the USEI Agreement, and ICO Services or such other
entity shall assume the obligations of COMSAT Corporation under the USEI
Agreement that arise after such transfer.
Section 5. Registration Rights.
(A) No ICO Entity will object to or hinder the sale by COMSAT
Corporation or COMSAT Argentina of any or all of the COMSAT Shares
in a private sale not prohibited by the rules or regulations of
the U.S. Securities and Exchange Commission ("SEC"). ICO Bermuda
shall promptly register in its company register the transfer of
such shares from COMSAT pursuant to such sale from COMSAT to any
purchaser designated by COMSAT pursuant to such sale provided such
transfer is made in accordance with, and not in violation of, the
Bye-laws and/or Memorandum of Continuance of ICO Bermuda or any
successor entity thereof and all applicable laws and regulations.
In furtherance thereof:
(1) ICO Bermuda hereby represents and warrants to COMSAT, which
representation and warranty shall survive the execution,
delivery, and any Closing hereunder, that as of the date of
this Agreement there is nothing in the Bye-laws, Memorandum of
Continuance or other charter document of ICO Bermuda that would
restrict ICO Bermuda's ability to register such transfer of
shares except for the provisions of Bye-laws 55, 56, and 57 of
ICO Bermuda's Bye-laws, a copy of which are attached hereto
as Annex 6.
(2) Until the earlier of (i) January 1, 2000 or (ii) until neither
COMSAT Corporation nor COMSAT Argentina holds any COMSAT Shares,
ICO Bermuda or any successor entity shall remain current with all
public filings and other public disclosures required to be made
with the SEC under the Securities Exchange Act of 1934, as
amended, and other applicable laws and regulations.
(B) If ICO Bermuda or any successor entity thereof files a
registration statement with the SEC with respect to the offer and sale
to the public in the United States of any of ICO Bermuda's (or any
successor entity's) authorized and unissued ordinary shares, par value
$0.01 per shares, (the "ICO Offered Shares") at any time during the
two year period commencing on January 1, 1999, then COMSAT Corporation
and COMSAT Argentina will have the right to require ICO Bermuda or any
successor entity thereof to include in such registration statement any
COMSAT Shares owned by COMSAT Corporation and/or COMSAT Argentina as
of the date of this Agreement which COMSAT Corporation or COMSAT
Argentina notifies ICO Bermuda in writing that it desires to sell in
the offering (the "COMSAT Offered Shares"). ICO Bermuda shall provide
COMSAT at least twenty days advance written notice of its intent to
file any such registration statement with the SEC, and COMSAT shall
thereafter have fifteen days to notify ICO Bermuda of its desire to
sell the COMSAT Offered Shares pursuant to such registration
statement. The aforementioned right to require any or all of the
COMSAT Shares to be included in a registration statement filed by ICO
Bermuda or any successor entity with the SEC shall be subject to the
following conditions:
the receipt by ICO Bermuda of a written opinion of US legal counsel
reasonably satisfactory to ICO to the effect that registration under
the Securities Act of 1933 is required (because in the judgment of
such counsel there is no applicable exemption) in connection with the
transaction contemplated by COMSAT Corporation or COMSAT Argentina
involving the COMSAT Offered Shares;
in the opinion of the lead underwriter for the offering (the lead
underwriter will be selected by ICO Bermuda) market conditions would
allow for the sale of both the ICO Offered Shares and the COMSAT
Offered Shares;
if any ICO shareholder other than COMSAT Corporation or COMSAT
Argentina to which ICO Bermuda has given demand or piggyback
registration rights as of the date of this Agreement (an "other ICO
shareholder") demands that its ICO shares be registered, ICO will not
be required to include any COMSAT Offered Shares in the registration
unless in the
good faith opinion of the lead underwriter market conditions would
allow for the sale of the ICO Offered Shares, the COMSAT Offered Shares
and the shares of each such other ICO shareholder;
if as of the closing of the sale of the shares subject to any such
registration the lead underwriter deems it necessary to reduce the
number of shares proposed to be sold, any such reduction will apply
first to the COMSAT Offered Shares;
COMSAT proposes no changes to the underwriting agreement or other
documentation required to be approved by COMSAT in connection with the
offering (other than changes reasonably required to include the COMSAT
Offered Shares in such offering) if such underwriting agreement and
other such documentation are satisfactory to ICO Bermuda and, if
applicable, each such other ICO shareholder; provided such agreement
will not (i) obligate COMSAT to adhere to any lock-up period for
COMSAT Offered Shares not included in such offering or (ii) provide
for any deferral of payment to COMSAT for the shares sold by it in
such offering; and
COMSAT will bear its legal fees and its related costs (including the
proportionate share of any NASD and SEC filing fees) and the
underwriter fees and discounts attributable to the COMSAT Offered
Shares.
In any such offering ICO Bermuda will enter into customary
underwriting arrangements, supply information, make requests, and otherwise
use reasonable commercial efforts, including (except as indicated above)
the payment of necessary fees for the preparation, filing, and printing of
the registration statement and exhibits thereto (including copies of
preliminary and final prospectuses and to obtain all legal opinions,
auditors consents, and comfort letters, and participate in and cooperate
with due diligence activities and any "road shows" or similar marketing
efforts if requested by the lead underwriter to facilitate the offering.
ICO Bermuda will deliver or cause to be delivered to COMSAT such number of
copies as may be reasonably requested by COMSAT of preliminary and final
registration statements and prospectuses (including any revised or
supplemental prospectuses) and except as indicated above will pay all
expenses in connection with the registration of the COMSAT Offered Shares.
ICO Bermuda and any successor entity thereof will indemnify and hold
harmless COMSAT and its officers, directors, employees, agents,
representatives and underwriters against claims, losses, damages,
liabilities and expenses (including attorneys fees and sums payable in
satisfaction of judgments or decrees) resulting from or attributable to any
untrue statement of a material fact or allegedly untrue statement or
alleged omission to state therein any material fact required to be stated
or necessary to make any statements not misleading except insofar as the
information shall have been furnished in writing to ICO Bermuda by COMSAT
Corporation or COMSAT Argentina, or other violations or non-compliance by
ICO Bermuda with applicable laws or regulations or contractual obligations,
relating to such offering, and if such indemnification is deemed void as
against public policy shall contribute to COMSAT such sums as would be
equal to any payments otherwise payable to COMSAT and its officers,
directors, employees, agents, representatives and underwriters to indemnify
and hold harmless each of them pursuant to this Section 6(B).
Section 6. Representations.
(A) COMSAT Corporation hereby covenants and agrees that the copies of the
Site Lease, USEI Agreement, and Main Agreement Subcontracts heretofore
delivered to ICO are the originals or true copies of the originals of such
documents and that such documents at the Closing will be in full force and
effect and that COMSAT will not be in breach of its obligations thereunder.
COMSAT Corporation hereby represents and warrants that (i) COMSAT
Corporation is the owner free and clear of all liens, claims, and
encumbrances of the rights attributed to COMSAT Corporation under (and
subject to the terms of) the Interconnect Agreement, Main Agreement, Site
Lease, USEI Agreement, and Main Agreement Subcontracts, and (ii) neither
COMSAT Corporation nor COMSAT Argentina has assigned or otherwise
transferred or encumbered or entered into any agreements with any third
party that creates any rights, liens, claims, and encumbrances on or to the
Distribution Rights, and (iii) COMSAT Corporation and COMSAT Argentina each
has the authority and power to enter into this Agreement and to perform its
obligations hereunder.
(B) ICO hereby represents and warrants to COMSAT and agrees that (i) ICO is the
owner free and clear of all liens, claims, and encumbrances of the rights
attributed to ICO under the Interconnect Agreement and Main Agreement and
(ii) ICO has the authority and power to enter into this Agreement and to
perform its obligations hereunder, (iii) the information set forth on Annex
4 hereto with respect to registration rights granted to other shareholders
of ICO Bermuda is true and correct, and (iv) ICO Bermuda has succeeded to
and is fully liable for the obligations of its predecessor, ICO Cayman
Islands, under the Parent Company Guaranty.
(C) At the Closing, COMSAT and ICO will each execute and deliver to the other a
Representation and Warranty Agreement in the form attached hereto as Annex
5, pursuant to which each such party makes, as of the Closing Date, the
same covenants, representations, and warranties as are set forth in this
Section 6.
Section 7. Mutual Releases.
At the Closing, COMSAT and ICO will execute and deliver a Mutual Release in
the form attached hereto as Annex 3, pursuant to which COMSAT will release,
or will cause to be released, each ICO Entity from, and ICO will release,
or will cause to be released, each COMSAT Entity from, all claims and
causes of action whatsoever related to the Distribution Rights or any
rights or warranties related to the Main Agreement, the Interconnect
Agreement, and the Main Agreement Subcontracts (except as provided for in
Section 3 hereto) which any COMSAT Entity or ICO Entity, as the case may
be, may have against any ICO Entity or COMSAT Entity, as the case may be,
and COMSAT will agree not to assert (and will cause each COMSAT Entity not
to assert) against any ICO Entity
or any other person or entity not a party to this Agreement any claims
arising out of or connected with the Distribution Rights and/or any matters
contained in the letter from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ to ICO Bermuda dated 15 April
1998 and the draft Writ sent to ICO Bermuda on 9 June 1998.
Section 8. USEI Transactions.
Forthwith after the Effective Date, COMSAT will (i) notify USEI that COMSAT
and ICO have entered into this Agreement and that COMSAT has no objection
to USEI conducting negotiations with ICO Services in an attempt to reach
agreement on an ICO Services/USEI Memorandum of Understanding (ii)
cooperate with ICO to the extent reasonably requested in ICO's efforts to
enter into the ICO Services/USEI Memorandum of Understanding and (iii) seek
the written consent of USEI to assign the USEI Agreement to ICO Services or
any entity designated by ICO Services.
(B) Forthwith after the Effective Date, ICO Services or other entity
designated by ICO will use good faith efforts to enter into the ICO
Services/USEI Memorandum of Understanding not later than 60 days after the
Effective Date.
Section 9. Closing.
(A) Unless otherwise hereafter mutually agreed in writing by the parties
hereto, the Closing Date will be a date acceptable to COMSAT and ICO not
later than 30 days after the Effective Date; PROVIDED THAT the Closing
shall not occur on such date unless on or prior thereto either of the
following conditions has occurred (i) USEI and ICO Services or an entity
designated by ICO Services have entered into the ICO Services/USEI
Memorandum of Understanding or (ii) USEI has given (and not withdrawn) its
consent for COMSAT to assign the USEI Agreement to ICO Services or any
entity designated by ICO Services. If neither of the conditions referred to
in (i) or (ii) of this Section 9(A) has occurred within such 30 day period,
the Closing Date shall be deferred to a date acceptable to ICO and COMSAT
not later than 60 days after the Effective Date; PROVIDED THAT if neither
of the conditions referred to in (i) or (ii) of this Section 9(A) has
occurred on or before 60 days after the Effective Date, each of COMSAT and
ICO will have the right to terminate this Agreement by giving written
notice thereof to the other party. If this Agreement is so terminated, no
party hereto will have any right or obligation under this Agreement.
(B) The Closing and the performance by the parties hereto of their respective
obligations under this Agreement at the Closing are conditional upon the
occurrence or fulfillment prior to the Closing of the conditions to Closing
expressly set forth in this Agreement and the performance by COMSAT and ICO
of their respective obligations at the Closing.
(C) The Closing will occur at 10 o'clock AM on the Closing Date in the
offices of COMSAT Corporation at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇.▇.▇. At the Closing each party
hereto will execute and deliver the documents required and take the other
action required to be taken to fulfill at the Closing all the obligations
of such part under this Agreement.
Section 10. General.
(i) All notices sent by COMSAT or ICO to the other party will be sent
by telefax or delivered to the address for such party set forth
below:
Notices to COMSAT Notices to ICO
COMSAT Corporation ICO Global Communications
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention: General Counsel Attention: General Counsel
Fax. No. ▇▇▇-▇▇▇-▇▇▇▇ Fax No. ▇▇-▇▇▇-▇▇▇-▇▇▇▇
(ii) No party hereto will have any right to assign or otherwise
transfer or encumber its rights or obligations under this
Agreement.
(iii) This Agreement shall be governed by and interpreted and construed
in accordance with English Law; provided, however, that all suits,
claims, actions, proceedings or disputes arising or brought under
Section 5 "Registration Rights" of this Agreement shall be
governed by and interpreted and construed in accordance with the
laws of the State of New York without regard to conflicts of laws
principles.
(iv) The parties agree that the courts of England are to have exclusive
jurisdiction to settle any dispute which may arise in connection
with the validity, effect, interpretation or performance of this
Agreement or otherwise arising out of or in connection with this
Agreement or any of its terms.
(v) At the request of any party hereto, all the parties hereto will
execute and deliver all other documents that may be required to
give effect to the agreements contemplated by this Agreement.
(vi) The Parent Company Guaranty will remain in effect after the
Closing and will cover only (i) the obligations of ICO Services
under the Transition Agreement, and (ii) the obligations of ICO
under the Main Agreement and Interconnect Agreement that remain in
effect after the Closing pursuant to Section 3 and the Assignment
and Assumption Agreement hereof.
(vii) It is expressly agreed and acknowledged by each of the parties
that the execution and performance of this Agreement is not, and
is not to be construed as, any admission whatsoever of any
liability on the part of any of the parties to this Agreement.
(viii) Except to the extent required by applicable law and to parties
with whom any party has contracted or may contract or intend to
contract with respect to any of the matters that are the subject
of this Agreement, no party hereto shall make any announcement,
news release, or other public statement regarding this Agreement
or its subject matter without prior written approval of the other
parties, such approval not to be unreasonably withheld or delayed.
(ix) This Agreement sets out the entire agreement and understanding
between the parties in respect of the subject matter of this
Agreement. It is agreed that:
(a) No party hereto has entered into this Agreement in
reliance on any representation, warranty or undertaking
of any other party which is not expressly set out or
referred to in this Agreement,
(b) No party shall have any remedy in respect of any
misrepresentation or untrue statement made by any other
party which is not contained in this Agreement, and
(c) This clause shall not exclude any liability for fraudulent
misrepresentation.
(x) At and after the Closing, each of COMSAT and ICO will execute and
deliver all documents and take all actions required to give effect
to the agreements of the parties set forth in this Agreement.
(xi) Attached hereto and hereby made a part hereof are the following
Annexes:
Annex 1. Form of Transition Agreement
Annex 2. Form of Assignment and Assumption Agreement
Annex 3. Form of Mutual Release
Annex 4. Information Relating to Registration Rights granted to other
Shareholders of ICO Bermuda
Annex 5. Form of Representation and Warranty Agreement
Annex 6. Bye-laws 55, 56, and 57 of ICO Bermuda
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first mentioned above.
COMSAT Corporation ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President, COMSAT Title: CEO
Satellite Services
COMSAT ARGENTINA S. A. ICO GLOBAL COMMUNICATIONS
HOLDINGS B.V.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President of the Board of Directors Title: CEO
ICO GLOBAL COMMUNICATIONS
SERVICES INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CEO