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

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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 1.01          Defined 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

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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 of Exhibit 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.

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“ 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 by the 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

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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;

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(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) .

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“ 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,

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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).

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“ 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.

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“ 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

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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 .

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“ 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.

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“ 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

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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

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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.

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“ 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) Borrower is 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

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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 .

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“ 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, provided that 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

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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

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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

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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

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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.

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“ 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

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(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

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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 1.03          Terms 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

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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 1.04          Accounting 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 1.06          Rounding .  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 1.07          Resolution 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.

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ARTICLE II
THE CREDITS

Section 2.01          Commitments .  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 2.02          Loans .  (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.

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Section 2.03          Borrowing 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 2.04          Evidence 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

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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 2.05          Fees.

(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 2.06          Interest 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

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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 2.07          Termination 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 2.10          Optional 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,

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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

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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

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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 2.12          Increased 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 2.14          Payments 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 Section  2.12 or 2.15 , 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

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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

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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 2.15          Taxes .  (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

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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 2.16          Mitigation 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,

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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

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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:

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Section 3.01          Organization; 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 3.02          Authorization; 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 3.03          No 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 3.04          Financial 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.

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(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 3.05          Properties .  (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.

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(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 3.06          Intellectual 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

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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 3.07          Equity 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