The notes will pay interest semi-annually in cash or, after two years if certain conditions are satisfied, in additional notes.

Holders may convert their notes into shares of ICO North America Class A common stock at an initial conversion price of $4.25 per share, subject to adjustment under certain circumstances. The

notes also will automatically be converted into Class A common stock upon the occurrence of certain events. The notes will be secured, to the extent permitted by law, by a first priority security interest in substantially all of the assets of ICO North America and its subsidiaries and a first priority pledge of all of ICO North America�s capital stock, subject to certain exceptions. Jefferies & Company and UBS Securities acted as joint placement agents for the sale of the notes.

ICO North America intends to use the offering proceeds to fund a substantial portion of its costs to develop an advanced hybrid satellite terrestrial MSS/ATC system and related components in conjunction with the provision of its mobile satellite services, to repay indebtedness to ICO Global, and to fund into escrow interest payments equal to the first four semi-annual interest payments on the notes. The escrowed interest has been pledged as additional collateral to secure the notes.

The notes have been fully and unconditionally guaranteed by all ICO North America�s present and future subsidiaries, and those guarantees have been secured by substantially all of the guarantors� assets, to the extent permitted by law and subject to certain exceptions.

ICO North America has agreed to offer to repurchase the notes in cash at a purchase price equal to 107.5% of the aggregate principal amount, plus a pro rata portion of the escrowed interest and accrued and unpaid interest, if any, upon the occurrence of certain events, including a change in control.

In addition, ICO North America has agreed to use the net proceeds from certain sales, leases or transfers of assets that are not reinvested within one year to offer to repurchase the notes at a purchase price equal to 100% of the aggregate principal amount, plus a pro rata portion of the escrowed interest and accrued and unpaid interest, if any.

Additionally, the terms of the notes restrict the ability of ICO North America and its subsidiaries to pay dividends, repurchase equity securities of ICO North America or ICO Global, make certain investments or engage in other businesses, incur debt or liens, issue preferred stock, or merge or sell substantially all of their assets.

The noteholders have the authority to designate one ICO North America director for election under the terms of the underlying note indenture.

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