Preview | Pledge Agreement |

PLEDGE AGREEMENT dated as of August 15, 2005, by and between ICO Global Communications (Holdings) Limited, a Delaware corporation (the ?Pledgor?), and The Bank of New York, as the collateral agent for the Secured Parties under the Collateral Trust Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the ?Collateral Agent?).

WHEREAS, ICO North America, Inc. (the ?Company?), the Pledgor, the Guarantors from time to time party thereto, The Bank of New York, as Indenture Trustee (as defined therein) and the Collateral Agent have entered into a Collateral Trust Agreement dated as of August 15, 2005 (as modified and supplemented and in effect from time to time, the ?Collateral Trust Agreement?); and

WHEREAS, this Agreement is one of the Security Documents referred to in the Collateral Trust Agreement; and

WHEREAS, the Pledgor has, subject to the terms and conditions of this Pledge Agreement, agreed to grant a Lien and security interest in the Collateral referred to herein;

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1.1 Terms Generally. Terms used herein and not otherwise defined herein shall have the meanings set forth in the Collateral Trust Agreement.

1.2 Additional Definitions. In addition, as used herein, the following defined terms shall have the following meanings:

?Capital Stock? means all Capital Stock of the Company now or hereafter issued to Pledgor, including the Class B common stock of the Company listed on Annex 1 hereto.

?Pledge Agreement? means this Pledge Agreement, as amended, supplemented or otherwise modified from time to time.

?Pledged Stock? means all shares of Capital Stock of the Company now or hereafter issued to the Pledgor, together with all stock certificates, options or rights of any nature

whatsoever that may be issued or granted by the Company to the Pledgor while this Pledge Agreement is in effect.

?Proceeds? means all ?proceeds? as such term is defined in Section 9-102 of the UCC on the date hereof, of the Pledged Stock, and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

?Securities Act? means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

?UCC? means the Uniform Commercial Code from time to time in effect in the State of New York.

1.3 Interpretation. The rules of interpretation set forth in Section 1.2 of the Collateral Trust Agreement shall apply mutatis mutandis to this Pledge Agreement as if set forth in full herein.

Section 2. Pledge; Grant of Security Interest.

(a) The Pledgor hereby delivers to the Collateral Agent, for the benefit of the Secured Parties, all certificates or instruments representing or evidencing the Pledged Stock on the date hereof, and hereby pledges, transfers and grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority security interest in all of the Pledgor?s right, title and interest in the Pledged Collateral, now owned or at anytime hereafter acquired, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

(b) As of the date hereof, the Pledgor holds bare legal title to, but no beneficial interest in, the shares of Capital Stock described in Annex 2 (the ?Transferred Shares?). For so long as Pledgor holds such legal title, the Transferred Shares shall be deemed to be Pledged Collateral hereunder, provided that Pledgor makes no representations or warranties with respect thereto under Section 4. Within a reasonable period following the date hereof, Pledgor shall cause new certificates representing the Transferred Shares to be issued in the name of the Company, and the pledge and security interest created hereby on the Transferred Shares shall terminate. The Collateral Agent agrees to deliver certificates representing the Transferred Shares to Pledgor upon delivery of such new certificates.

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