Common use of Assignment and Acceptance Clause in Contracts

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19, 1997 (as amended, supplemented or otherwise modified and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

Assignment and Acceptance. Reference is made to the Three-Year Credit Agreement dated as of December 19August 12, 1997 2002 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among Iridium Operating LLC), a Delaware limited liability companybetween Washington Mutual, Inc., Washington Mutual Finance Corporation, the lenders Lenders named therein, the Global Arrangers, The therein and JPMorgan Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the law of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")(1):

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19September 27, 1997 1996 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCNextel Communications, a Delaware limited liability companyInc., Nextel Finance Company and the lenders other Restricted Companies named therein, the Global ArrangersLenders named therein, Toronto Dominion (Texas) Inc., as Administrative Agent, and The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderCollateral Agent. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor Assignor's Tranche A Revolving Credit Commitments, Tranche B Revolving Credit Commitments, Tranche C Term Loan Commitments and Tranche D Term Loan Commitments on the Assignment Date and Tranche A Revolving Credit Loans, Tranche B Revolving Credit Loans, Tranche C Term Loans and Tranche D Term Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit AgreementAgreement (including the Schedules and forms of Exhibits attached thereto). From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents. In that connection, the Assignee (to the extent not already a party to the Credit Agreement.) hereby appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Assignment and Acceptance terms of the Credit Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, all in the manner and to the extent provided in Article IX of the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance 146 -3- Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1:

Assignment and Acceptance. Reference is made to the Senior Guaranteed Credit Agreement dated as of December 1923, 1997 1998 (as amended, supplemented or otherwise modified and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Lead Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19January 12, 1997 2001 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), by and among Iridium Operating LLC, a Delaware limited liability companyXxxxxx Xxxxxxxxxx Ltd., the lenders Lenders named therein, the Global Arrangers, The Chase Manhattan Banktherein and Manufacturers and Traders Trust Company, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required by applicable law to be delivered by the Assignee in order to permit all payments received by such Foreign Lender hereunder to be made without withholding, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b)(iv) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor [NAME OF ASSIGNEE], as Assignee By:__________________________ By:__________________________ Name: Name: Title: Title: The undersigned hereby consent to the within assignment2: XXXXXX XXXXXXXXXX LTD. By:__________________________ Name: Title: MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent By:__________________________ Name: Title: __________ 1Must be at least five (5) Business Days after execution by Assignor and Assignee. 2 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Opinion of Counsel to the Borrower] EXHIBIT C [Form of Term Note] EXHIBIT D [Form of Revolving Credit Note] EXHIBIT E [Form of Revolving Credit Borrowing Request] EXHIBIT F1 [Form of Interest Election Request for Term Loan Borrowing] EXHIBIT F2 [Form of Interest Election Request for Revolving Credit Borrowing] EXHIBIT G

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment and Acceptance”) is made to the Credit Agreement dated as of December 19, 1997 the Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, supplemented or otherwise modified the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in effect on date hereofAnnex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Assignment Effective Date set forth inserted by the Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest"a) in all of the Assignor's ’s rights and obligations in its capacity as a Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, without limitationbut not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the interests set forth below in the Commitment of the Assignor on the Assignment Date “Assigned Interest”). Such sale and Loans owing assignment is without recourse to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by except as expressly provided in this Assignment and Acceptance, have without representation or warranty by the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit AgreementAssignor.

Assignment and Acceptance. Reference is made to the Second Amended and Restated Revolving Credit Agreement dated as of December 19June __, 1997 2006 (as amended, supplemented or otherwise modified further amended and in effect on the date hereof, the "“Credit Agreement") ”), among Iridium Operating LLCDOLLAR GENERAL CORPORATION, a Delaware limited liability companyTennessee corporation, the lenders named thereinLenders from time to time party thereto, the Global Arrangers, The Chase Manhattan and SunTrust Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in the LC Exposure and the Swingline Exposure of the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Non-U.S. Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement. This Assignment and Acceptance is made subject to the Standard Terms and Conditions for Assignment and Assumption attached hereto as Annex 1, such Standard Terms and Conditions being incorporated herein by reference with the same effect as if fully set forth herein. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Georgia. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment: (“Assignment Date”): Facility_____________ Principal Amount Assigned Percentage Assigned of Revolving Commitment (set forth, to at least 8 decimals, as a percentage of the aggregate Revolving Commitments of all Lenders thereunder)_____ Revolving Loans $________________ ______________% The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consents to the within assignment: [Borrower] SunTrust Bank, as Administrative Agent By By Name: Name: Title: Title: SunTrust Bank, as Issuing Bank By Name: Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assignment and Acceptance. Reference is made (a) Subject to the Credit Agreement dated as terms and conditions of December 19this Assignment and Acceptance, 1997 (as amendedi) the Assignor hereby sells, supplemented or otherwise modified transfers and in effect on date hereof, assigns to the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agentAssignee, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and (ii) the Assignee hereby purchases purchases, assumes and assumes, without recourse, undertakes from the Assignor, effective without recourse and without representation or warranty (except as of the provided in this Assignment Date set forth below, the interests set forth below and Acceptance) __% (the "Assigned InterestAssignee's Percentage Share") in of (A) the Assignor's rights Commitments [and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment Loans] of the Assignor on the Assignment Date and Loans owing to (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor which are under and in connection with the Credit Agreement and the Loan Documents. [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding on the Assignment Dateprincipal of, together with unpaid accrued interest accrued on the assigned Loans to the Assignment Dateon, and the amountfees with respect to, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From Loans assigned.] 118 (b) With effect on and after the Assignment Effective Date (i) as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be bound obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with Commitments in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and, are required to be performed by it as a Bank. It is the extent intent of the interests assigned by this Assignment and Acceptance, have parties hereto that the rights and obligations Commitments of a Lender thereunder and (ii) the Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of Assigned Amount and the interests assigned by this Assignment and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit AgreementAgreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 15.4 and 15.5 of the Credit Agreement to the extent such rights relate to the time prior to the Effective Date.

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of December 19[__], 1997 2018 (as amended, restated, amended and restated, modified or supplemented or otherwise modified from time to time, and in effect on the date hereof, the "“Credit Agreement") ”), among Iridium Operating LLC, a Delaware limited liability companyCambrex Corporation, the lenders named thereinSubsidiary Borrowers party thereto, the Global ArrangersSubsidiary Guarantors party thereto, The Chase Manhattan the Lenders party thereto and Xxxxx Fargo Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLCNational Association, as documentation agent thereunderAdministrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Commitment Revolving Credit Commitment, if applicable, of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Exhibit A Form of Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Principal Amount Facility Assigned Revolving Credit Commitment Assigned: $ Loans: $ Fees Assigned (if any): $ The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR], as Assignor By: Name: Title: [NAME OF ASSIGNOR], as Assignor By: Name: Title: Exhibit A Form of Assignment and Acceptance The undersigned hereby consent to the within assignment:1 [NAME OF ASSIGNOR], as Assignor By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swingline Lender and as an Issuing Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., By: Name: Title: 1 Consents to be included to the extent required by Section 10.04(b) of the Credit Agreement. Exhibit A Form of Assignment and Acceptance EXHIBIT B [Form of Security and Pledge Agreement] [ATTACHED] Exhibit B Form of Security and Pledge Agreement EXHIBIT C [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT This GUARANTEE ASSUMPTION AGREEMENT (this “Agreement”) dated as of ______________, 20__ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _______________ (the “Additional Subsidiary Guarantor”), is made in favor of Xxxxx Fargo Bank, National Association, as administrative agent for the Credit Parties under (and as defined in) the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Cambrex Corporation, a Delaware corporation, the Subsidiary Borrowers referred to therein, the Subsidiary Guarantors referred to therein, the Lenders referred to therein and the Administrative Agent are parties to the Amended and Restated Credit Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, modified or supplemented and in effect from time to time, the “Credit Agreement”).

Assignment and Acceptance. Reference is made Subject to the Credit Agreement dated as terms and conditions of December 19this Assignment and Acceptance, 1997 (as amendedAssignor hereby sells, supplemented or otherwise modified transfers and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agentassigns to Assignee, and Barclays CapitalAssignee hereby purchases, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells assumes and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be (__%) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit AgreementLoan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.1, 6.4, 6.8 and 6.9 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19[_________], 1997 2000 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCArch Chemicals, a Delaware limited liability companyInc., Newco, the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19January 11, 1997 2000 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCKansas City Southern Industries, a Delaware limited liability companyInc., The Kansas City Southern Railway Company, the lenders named therein, the Global Arrangers, from time to time party thereto and The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, collateral agent and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderissuing bank. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a Principal Amount Assigned percentage of the Facility and (and identifying information the aggregate Commitments of all as to individual Competitive Lenders thereunder) Loans) Facility

Assignment and Acceptance. Reference is made (a) Subject to the Credit Agreement dated as terms and conditions of December 19this Assignment and Acceptance, 1997 (as amendedAssignor hereby sells, supplemented or otherwise modified transfers and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agentassigns to Assignee, and Barclays CapitalAssignee hereby purchases, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells assumes and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit AgreementLoan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.6 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19, 1997 [ ] (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLC, a Delaware limited liability company[ ], the lenders Lenders named thereintherein and Chase Bank of Texas, the Global Arrangers, The Chase Manhattan BankN.A., as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Letters of Credit, LC Disbursements held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"):

Assignment and Acceptance. Reference is made to the Five-Year Credit Agreement dated as of December 19June 24, 1997 1998 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLC, a Delaware limited liability companyBowater Incorporated, the lenders named therein, Subsidiary Borrowers party thereto and the Global Arrangers, banks party thereto and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereundersaid banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1:

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19January 27, 1997 1999 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCArch Chemicals, a Delaware limited liability companyInc., Xxxx Corporation, the lenders Lenders and Agents named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19August 24, 1997 2000 (as amended, supplemented or otherwise modified and in effect on date hereofamended to date, the "CREDIT AGREEMENT"), between Salem Communications Corporation and the Lenders named in the Credit Agreement"Agreement for whom ING (U.S.) among Iridium Operating LLC, a Delaware limited liability company, Capital LLC is the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderAdministrative Agent. Terms defined in the Credit Agreement are used herein in this Assignment and Acceptance with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned InterestASSIGNED INTEREST") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests Obligations set forth below in the Commitment of the Assignor on the Assignment Date below, but excluding accrued interest and Loans owing fees to the Assignor which are outstanding on and excluding the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit AgreementBasic Documents. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder under the Basic Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Basic Documents. This Assignment and Acceptance is being delivered to the Administrative Agent together with, if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 4.04(e) of the Credit Agreement, duly completed and executed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in the State of New York.

Assignment and Acceptance. Reference is made to (a) the Credit Third Amended and Restated Loan Agreement dated as of December 19_________ __, 1997 2002 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement"), between CT OPERATING PARTNERSHIP, L.P., the Lenders named therein and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the Lenders and (b) the Agency Agreement dated as of October 2, 2001 (the "Agency Agreement") among Iridium Operating LLCthe Administrative Agent and each Lender, a Delaware limited liability company, which is the lenders named therein, agreement referenced in the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, last sentence of Section 13.3 of the investment banking division of Barclays Bank PLC, as documentation agent thereunderAgreement. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid (a) interest accrued on the assigned Loans to from and after the Assignment Date, Date and (b) the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and the Agency Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of (x) the Credit Agreement and (y) the Agency Agreement and, in each case, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the Agency Agreement as of the Assignment Date. This Assignment and Acceptance is being delivered to the Administrative Agent together with, if the Assignee is not already a Lender under the Agreement, an administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 11.24(2)(e) of the Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of _______. The Assignor represents and warrants to the Assignee that the Assignor is the legal and beneficial owner of the Assigned Interest and has not created any adverse interest therein. The Assignor and the Assignee represent and warrant to each other that they are, respectively, authorized to execute and deliver this Assignment and Acceptance.

Assignment and Acceptance. Reference is made to the Four-Year Credit Agreement dated as of December 19August [__], 1997 1999 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among Iridium Operating LLC), a Delaware limited liability companybetween Washington Mutual, Inc., Aristar, Inc., the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. Reference is made Subject to the Credit Agreement dated as terms and conditions of December 19this Assignment and Acceptance, 1997 (as amendedi) the Assignor hereby sells, supplemented or otherwise modified transfers and in effect on date hereof, assigns to the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agentAssignee, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and (ii) the Assignee hereby purchases purchases, assumes and assumes, without recourse, undertakes from the Assignor, effective without recourse and without representation or warranty (except as of the provided in this Assignment Date set forth below, the interests set forth below and Acceptance) __% (the "Assigned InterestAssignee's Percentage Share") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in of (A) the Commitment of the Assignor on the Assignment Date and Loans owing to (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor which are outstanding on under and in connection with the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, Agreement and the amountLoan Documents. [IF APPROPRIATE, if anyADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From ACCRUED INTEREST ON, AND FEES WITH RESPECT TO LOANS.] On and after the Assignment Effective Date (i) as defined in Section 5 hereof), the Assignee shall be a party to the Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder Bank under the Agreement, including the requirements concerning confidentiality and (ii) the payment of any indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of Assigned Amount and the interests assigned by this Assignment and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit AgreementAgreement to the extent such obligations have been assumed by the Assignee; provided the Assignor shall not relinquish its rights under Sections 11.04 and 11.05 of the Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $_______. After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor's Commitment will be $_________.

Assignment and Acceptance. Reference is made to the Third Amended and Restated Credit Agreement dated as of December 19June 29, 1997 2000 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCUnited Stationers Supply Co., a Delaware limited liability companyUnited Stationers Inc., the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit AgreementAgreement and the other Credit Documents, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a non-U.S. Person (as defined in Section 5.07 of the Credit Agreement), any documentation required to be delivered by the Assignee pursuant to Section 5.07 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Assignment and Acceptance Effective Date of Assignment ("Assignment Date"): Percentage Assigned of Loan/Commitment (set forth, to at least 8 decimals, as a percentage of the Loan and the aggregate Commitments Principal Amount of all Lenders Facility Assigned thereunder ) -------- -------- --------------------- Revolving Credit Commitment Assigned: %

Assignment and Acceptance. Reference is made Each Delinquent Lender shall indemnify the Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Credit Agreement dated as of December 19Agent or by any non-delinquent Lender, 1997 (as amended, supplemented or otherwise modified and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt a Delinquent Lender’s failure to timely fund its pro rata share of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party an Advances or to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from otherwise perform its obligations under the Credit AgreementLoan Documents. In the event that the non-delinquent Lenders elect not to acquire the Future Commitment, then, so long as no Default or Event of Default has occurred and is continuing, the Borrower may either (i) demand that the Delinquent Lender, and upon such demand the Delinquent Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 11.3 for a purchase price equal to the aggregate principal balance of the Facility then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, or (ii) with the consent of the Agent (but without the consent of the Lenders), pay to the Delinquent Lender the aggregate principal balance of the Facility then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section, but at no time shall the Agent, such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expenses and at no cost or expense to the Agent, the Delinquent Lender or any of the other Lenders.

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of December 19April 2, 1997 2004 (as amended, restated, supplemented or and otherwise modified and in effect on the date hereof, the "Credit Agreement") among Iridium Operating LLCISP Chemco Inc., a Delaware limited liability companyISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the lenders named thereinSubsidiary Guarantors party thereto, the Global Arrangers, The Lenders named therein and JPMorgan Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference This Assignment and Acceptance (this “Assignment”) is made to the Credit Agreement dated as of December 19, 1997 the Effective Date set forth below and is entered into by and between [insert name of Assignor] (as amended, supplemented or otherwise modified the “Assignor”) and in effect on date hereof, [insert name of Assignee] (the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, “Assignee”). Capitalized terms used but not defined herein shall have the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined meanings given to them in the Credit Agreement are used herein with identified below (the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date set forth inserted by the Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest") interest in and to all of the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, Agreement and any other documents or instruments delivered pursuant thereto that represents the interests set forth amount and percentage interest identified below in the Commitment of all of the Assignor on Assignor’s outstanding rights and obligations under the Assignment Date respective facilities identified below (the “Assigned Interest”). Such sale and Loans owing assignment is without recourse to the Assignor which are outstanding on the Assignment Dateand, together with unpaid interest accrued on the assigned Loans to the Assignment Dateexcept as expressly provided in this Assignment, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of without representation or warranty by the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment and Acceptance”) is made to the Credit Agreement dated as of December 19, 1997 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Amended and Restated Loan Agreement identified below (as amended, supplemented or otherwise modified the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in effect on date hereofAnnex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Assignment Effective Date set forth below, the interests set forth inserted by Administrative Agent as contemplated below (the "Assigned Interest"i) in all of the Assignor's ’s rights and obligations in its capacity as a Bank under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Revolving Commitment (as defined in the Loan Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, without limitationbut not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the interests set forth below in the Commitment of the Assignor on the Assignment Date “Assigned Interest”). Such sale and Loans owing assignment is without recourse to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by except as expressly provided in this Assignment and Acceptance, have without representation or warranty by the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit AgreementAssignor.

Assignment and Acceptance. Reference is made to the 364-Day Credit Agreement dated as of December 19June 24, 1997 1998 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLC, a Delaware limited liability companyBowater Incorporated, the lenders named therein, Subsidiary Borrowers party thereto and the Global Arrangers, banks party thereto and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereundersaid banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: --------------------- Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the Principal Amount aggregate Commitments Facility Assigned Assigned of all Banks thereunder) ----------------- ---------------- ------------------------ Commitment Assigned: $ %

Assignment and Acceptance. DATED: [____________] Reference is made to the Credit Agreement Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 19February 2, 1997 2005 (as restated, amended, modified, supplemented or otherwise modified and in effect on date hereoffrom time to time, the "Credit Agreement") ), among Iridium Operating LLCX.X. TOWER CORPORATION, a Michigan corporation (the "Borrower"), as a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware limited liability companycorporation and the parent company of the Borrower (the "Parent"), and the subsidiaries of the Borrower signatory thereto (together with the Parent, each a "Guarantor" and collectively the "Guarantors"), JPMORGAN CHASE BANK, N.A., a national banking association ("JPMCB"), each of the other financial institutions from time to time party thereto (together with JPMCB, the lenders named therein"Lenders") and JPMORGAN CHASE BANK, the Global Arrangers, The Chase Manhattan BankN.A., as administrative agent for (in such lenders and or collateral agent, and Barclays Capitalcapacity, the investment banking division of Barclays Bank PLC, as documentation agent thereunder"Agent") for the Lenders. Terms Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement are used herein with Agreement. This Assignment and Acceptance between the same meaningsAssignor (as set forth on Schedule I hereto and made a part hereof) and the Assignee (as set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule I hereto and made a part hereof). 1 The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowwithout recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes, assumes from the Assignor without recourse, from recourse to the Assignor, effective as of the Assignment Date set forth belowEffective Date, the interests set forth below an undivided interest (the "Assigned Interest") in and to all the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests Agreement in a principal amount as set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.Schedule I.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19January 27, 1997 1999 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCArch Chemicals, a Delaware limited liability companyInc., Xxxx Corporation, the lenders Lenders and Agents named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. [date to be supplied] Reference is made to the Credit Agreement dated as of December April 19, 1997 2002 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), among Iridium Operating Allegheny Energy Supply Company, LLC, a Delaware limited liability companycorporation, Allegheny Generating Company, a Virginia corporation, the lenders named thereinLenders from time to time party thereto, the Global ArrangersBank One, The Chase Manhattan NA as Issuing Bank, as administrative agent for such lenders and or collateral agentCitibank, and Barclays Capital, the investment banking division of Barclays Bank PLCN.A., as documentation agent thereunderAdministrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid Date but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11.4(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Commitment Principal Amount Assigned Percentage Assigned $ % ______________ * set forth, to at least 8 decimals, as a percentage of the aggregate Commitments of all Lenders thereunder The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By Name: Title: [Name of Assignee], as Assignee By Name: Title: The undersigned hereby consent to the within assignment: ALLEGHENY ENERGY SUPPLY COMPANY, LLC ALLEGHENY GENERATING COMPANY By Name: Title: CITIBANK, N.A., as Administrative Agent By: Name: Title: BANK ONE, NA, as Issuing Bank By: Name: Title: EXHIBIT B FORM OF REQUEST FOR ISSUANCE [Date] Bank One, N.A. Citibank, N.A., as Agents for the Lenders parties to the Credit Agreement referred to below Attention:________________ Ladies and Gentlemen:

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment”) is made dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of December 19, 1997 identified below (as amended, supplemented or otherwise modified the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in effect on date hereofAnnex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date set forth inserted by Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest") interest in and to all of the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, Agreement and any other documents or instruments delivered pursuant thereto that represents the interests set forth below in the Commitment of the Assignor on the Assignment Date amount and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid percentage interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth identified below of the fees accrued to the Assignment Date for the account all of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the ’s outstanding rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit AgreementAgreement (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19August 4, 1997 2003 (as amended, supplemented or otherwise modified and in effect on date hereofamended from time to time, the "Credit Agreement") ), among Iridium Operating LLC---------------- Anheuser-Xxxxx Companies, a Delaware limited liability companyInc., the lenders Banks named therein, the Global Arrangers, The therein and JPMorgan Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereundersaid Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned -------- Interest") in the Assignor's rights and obligations under the Credit -------- Agreement, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and the Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with, if the Assignee is not already a Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.06(c) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the law of the State of New York. Form of Assignment and Acceptance ---------------------------------

Assignment and Acceptance. Reference is made (a) Subject to the Credit Agreement dated as terms and conditions of December 19this Assignment and Acceptance, 1997 (as amendedAssignor hereby sells, supplemented or otherwise modified transfers and in effect on date hereof, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited liability company, the lenders named therein, the Global Arrangers, The Chase Manhattan Bank, as administrative agent for such lenders and or collateral agentassigns to Assignee, and Barclays CapitalAssignee hereby purchases, the investment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells assumes and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be _______ (__%) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit AgreementLoan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $______________ (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19, 1997 [ ] (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCStandard Motor Products, a Delaware limited liability companyInc., the lenders Lenders named therein, therein (the Global Arrangers, "Lenders") and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders the Lenders and or collateral agent, and Barclays Capital, the investment banking division Canadian Imperial Bank of Barclays Bank PLCCommerce, as documentation agent thereunderDocumentation Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): ---------------------------------------- --------------------------------------- Percentage Assigned of Facility/ Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Principal Amoung of all Lenders thereunder) FACILITY Assigned ---------------------- ------------------ ------------------------------------- Commitment Assigned: $ % ---------------------- ------------------ ------------------------------------- Revolving Loans: ---------------------- ------------------ ------------------------------------- Swingline Loans ---------------------- ------------------ ------------------------------------- Letters of Credit: ---------------------- ------------------ ------------------------------------- The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], as Assignor By:_________________________ Name: Title: [Name of Assignee], as Assignee By:________________________ Name: Title: THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By____________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, Individually and as Documentation Agent By__________________________ Name: Title: [OTHER LENDERS], By___________________________ Name: Title: The undersigned hereby consent to the within assignment:(1) [Name of Borrower], The Chase Manhattan Bank, as Administrative Agent

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of December 19, 1997 [__________] (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit ------ Agreement") ), among Iridium Operating LLC, a Delaware limited liability company[_______________________________], the lenders Lenders named therein, the Global Arrangers, therein --------- and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and ----------------- obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Letters of Credit, LC Disbursements held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section ------- 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, ------- and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.4(b) of the Credit -------------- Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Texas. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): ---------------

Assignment and Acceptance. Reference is made to the Credit Agreement dated as of December 19February __, 1997 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among Iridium Operating LLCThe McGrxx-Xxxx Xxxpanies, a Delaware limited liability companyInc., the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans and Competitive Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in Swingline Loans held by the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. Reference is made to the 364-Day Credit Agreement dated as of December 19August [__], 1997 1999 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among Iridium Operating LLC), a Delaware limited liability companybetween Washington Mutual, Inc., Aristar, Inc., the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Assignment and Acceptance. Reference is made to the 364-Day Credit Agreement dated as of December 19July 5, 1997 2000 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "Credit AgreementCREDIT AGREEMENT") among Iridium Operating LLC), a Delaware limited liability companybetween XL Capital Ltd, X.L. America, Inc., XL Insurance Ltd, XL Europe Ltd and XL Mid Ocean Reinsurance Ltd, the lenders Lenders named therein, the Global Arrangers, therein and The Chase Manhattan Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned InterestASSIGNED INTEREST") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 2.14(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. ASSIGNMENT AND ACCEPTANCE Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("ASSIGNMENT DATE")1: Principal Amount Assigned -------- Commitment Assigned: $ Loans: $ Fees Assigned (if any): $

Assignment and Acceptance. [Date] Reference is made to the Revolving Credit and Term Loan Agreement dated as of December January 19, 1997 2010 (as amended, supplemented or otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), among Iridium Operating LLCPRG-Xxxxxxx International, Inc., a Delaware limited liability companyGeorgia corporation, PRG-Xxxxxxx USA, Inc., a Georgia corporation, the lenders named thereinLenders from time to time party thereto, the Global Arrangers, The Chase Manhattan issuing bank thereunder and SunTrust Bank, as administrative agent Administrative Agent for such lenders and or collateral agent, and Barclays Capital, the investment banking division of Barclays Bank PLC, as documentation agent thereunderLenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named designated below (“Assignor”) hereby sells and assigns, without recourse, to the Assignee named belowdesignated below (“Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Term Loan of the Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued the participations in the LC Exposure of the Assignor on the assigned Loans to the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for the account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Date, and as and to the extent provided by the Credit Agreement and subject to the terms thereof, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.20(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Georgia. Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: . Effective Date of Assignment: (“Assignment Date”) Facility Principal Amount Assigned Percentage Assigned of Term Loan/Revolving Commitment (set forth, to at least 8 decimals, as a percentage of the aggregate Term Loans and the aggregate Revolving Commitments of all Lenders thereunder) Revolving Loans: $ % Term Loan: $ % The terms set forth above are hereby agreed to, effective as of the Assignment Date: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consents to the within assignment: 1/ PRG-XXXXXXX INTERNATIONAL, INC., as a Borrower: SUNTRUST BANK, as Administrative Agent: By: By: Name: Name: Title: Title: PRG-XXXXXXX USA, INC., as a Borrower: SUNTRUST BANK, as Issuing Bank: By: By: Name: Name: Title: Title: 1 Consents to be included to the extent required by Section 10.4(b) of the credit Agreement. EXHIBIT D