Iridium World Communications Ltd Sample Contracts

Iridium World Communications Ltd – MASTER AGREEMENT (April 28th, 1997)

1 Exhibit 10.10 The portions of this exhibit for which confidential treatment has been requested, have been redacted and filed separately with the Commission -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- MASTER AGREEMENT By and Between IRIDIUM LLC And ANDERSEN CONSULTING, LLP -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2

Iridium World Communications Ltd – 1997 SUBSCRIPTION AGREEMENT (April 28th, 1997)

1 Exhibit 10.04 FORM OF 1997 SUBSCRIPTION AGREEMENT Dated as of May [ ], 1997 by and between IRIDIUM WORLD COMMUNICATIONS LTD. and IRIDIUM LLC 2 This 1997 SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of May [ ], 1997 and is by and between IRIDIUM WORLD COMMUNICATIONS LTD., a company organized under the laws of Bermuda (the "Company"), and IRIDIUM LLC ("Iridium"), a limited liability company organized under the laws of the State of Delaware. WHEREAS, the Company intends to consummate an underwritten initial public offering (the "Offering") of 10,000,000 shares of its Class A Common Stock, par value $.01 per share (the "Class A Common Stock") (11,500,000 shares if

Iridium World Communications Ltd – MANAGEMENT SERVICES AGREEMENT (April 28th, 1997)

1 Exhibit 10.3 FORM OF MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT dated as of __________, 1997 between IRIDIUM LLC, a Delaware limited liability company ("Iridium" or the "Manager"), and IRIDIUM WORLD COMMUNICATIONS LTD., a Bermuda corporation (the "Company"). Iridium and the Company are sometimes referred to herein collectively as the "Parties" and each individually as a "Party". WHEREAS, Iridium was organized pursuant to a Limited Liability Company Agreement dated as of July 29, 1996, as amended (the "LLC Agreement"); WHEREAS, Iridium is commercializing the IRIDIUM System, a wireless communications system designed to provide global wireless telephone service; WHEREAS, the Company has been established to serve as the entity through which Iridium will seek to obtain access to the equity capital mar

Iridium World Communications Ltd – SHARE ISSUANCE AGREEMENT (April 28th, 1997)

1 Exhibit 10.17 FORM OF SHARE ISSUANCE AGREEMENT DATED AS OF MAY [ ], 1997 BY AND BETWEEN IRIDIUM WORLD COMMUNICATIONS LTD. AND IRIDIUM LLC 2 SHARE ISSUANCE AGREEMENT This SHARE ISSUANCE AGREEMENT (this "Agreement") is by and between Iridium LLC, a limited liability company organized under the laws of the State of Delaware ("Iridium"), and Iridium World Communications Ltd., a company organized under the laws of Bermuda (the "Company"), and is made and entered into as of May __, 1997. WHEREAS, Iridium is commercializing the IRIDIUM System, a wireless communications system designed to provide global wireless personal communications s

Iridium World Communications Ltd – POWER OF ATTORNEY (April 28th, 1997)

1 EXHIBIT 24.1 Annex B ------- POWER OF ATTORNEY To: Iridium World Communications Ltd. (the "Company") Each Person whose signature appears below authorizes each of Robert Kinzie and Edward Staiano (each, an "Authorized Officer"), as attorneys-in-fact, and any Director (to the extent provided in the Director's Authorization to be filed with the Registrar of Companies in Bermuda), to sign any registration statement or amendment thereto, including post-effective amendments, and any other documentation, agreement, certificate, undertaking, instrument, order or request necessary or desirable, in the opinion of an Authorized Officer or Director, as the case may be, in order to carry out the purpose and intent of the foregoing resolutions or in ord

Iridium World Communications Ltd – INTEREST EXCHANGE AGREEMENT (April 28th, 1997)

1 Exhibit 10.2 FORM OF INTEREST EXCHANGE AGREEMENT Dated as of May [ ], 1997 Between IRIDIUM WORLD COMMUNICATIONS LTD. And IRIDIUM LLC 2 TABLE OF CONTENTS Page ---- ARTICLE I

Iridium World Communications Ltd – CONTRACT (April 21st, 1997)

1 EXHIBIT 10.6 IRIDIUM(R) SPACE SYSTEM CONTRACT Between IRIDIUM LLC and MOTOROLA CONTRACT EFFECTIVE DATE: JULY 29, 1993 (CONFORMED 01/14/97 TO INCLUDE AMENDMENTS 1, 2, 3, 4, 5 AND 6 REQUESTS FOR CHANGE RFC-001, RFC-002 AND RFC-004) --------------- IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC. 2 IRIDIUM Space System Contract TABLE OF CONTENTS TITLE PAGE ----- ----

Iridium World Communications Ltd – CONTRACT (April 21st, 1997)

1 EXHIBIT 10.7 IRIDIUM(R) COMMUNICATIONS SYSTEM OPERATIONS AND MAINTENANCE CONTRACT BETWEEN IRIDIUM LLC AND MOTOROLA CONTRACT EFFECTIVE DATE: JULY 29, 1993 (CONFORMED 1/14/97 TO INCLUDE AMENDMENTS 1, 2, 3, 4, 5 AND 6) ---------------------------------------- IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC 2 TABLE OF CONTENTS TITLE PAGE ----- ---- RECITALS.

Iridium World Communications Ltd – DEVELOPMENT CONTRACT (April 21st, 1997)

1 EXHIBIT 10.8 MOTOROLA CONFIDENTIAL PROPRIETARY IRIDIUM(R) TERRESTRIAL NETWORK DEVELOPMENT CONTRACT BETWEEN IRIDIUM LLC AND MOTOROLA, INC. CONTRACT EFFECTIVE DATE: JAN 01, 1993 (CONFORMED 1/14/97 TO INCLUDE AMENDMENTS TO NO. 1 AND 2) --------------- IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC. 2 MOTOROLA CONFIDENTIAL PROPRIETARY TABLE OF CONTENTS -------------------------------------------------------------------------------- TITLE

Iridium World Communications Ltd – GATEWAY AUTHORIZATION AGREEMENT (April 21st, 1997)

1 EXHIBIT 10.14 FORM OF GATEWAY AUTHORIZATION AGREEMENT THIS AGREEMENT effective this 31st day of December 1994, by and between (co. name) (herein referred to as "Investor") and Iridium, Inc., a Delaware corporation (herein referred to as the "Company"), both together referred to herein as the "Parties". WHEREAS, the Company and Investor, together with other investors in the Company, have entered into stock purchase agreements dated as of (date) (herein "SPAs") to enable the Company to procure, operate and own the Space System of the IRIDIUM(R) Communications System; WHEREAS, the SPAs grant to Investor certain Gateway rights and Service Provider rights and allocate to Investor certain Gateway Service Territories, which rights and allocations are subject to the timely fulfillment of various obligations

Iridium World Communications Ltd – CREDIT AGREEMENT (April 21st, 1997)

1 EXHIBIT 10.15 ------ [EXECUTION COUNTERPART] ================================================================== IRIDIUM LLC --------------------- CREDIT AGREEMENT Dated as of August 21, 1996 ---------------------- $750,000,000 ----------------------- CHASE SECURITIES INC. and BZW, a division of BARCLAYS BANK PLC, as Global Arrangers, THE CHASE MANHATTAN BANK, as Administrative Agent

Iridium World Communications Ltd – AGREEMENT REGARDING GUARANTEE (April 21st, 1997)

1 EXHIBIT 10.16 EXECUTION COPY AGREEMENT REGARDING GUARANTEE Agreement Regarding Guarantee, dated as of August 21, 1996 between Motorola, Inc., a Delaware corporation (the "Guarantor"), and Iridium LLC, a Delaware limited liability company (the "Company"). 1. Bridge Financing Guarantee. The Guarantor has concurrently herewith entered into a Guarantee Agreement attached hereto as Annex A (the "Bridge Agreement Guarantee") pursuant to which the Guarantor will guarantee the payment of up to $750,000,000 of the obligations of the Company under the Credit Agreement, dated as of August 21, 1996, between the Company and the banks named therein (as such agreement exists when originally executed, the "Bridge Agreement"), attached hereto as Annex B. The Company will provide the Guarantor with

Iridium World Communications Ltd – SUPPORT AGREEMENT (April 21st, 1997)

1 EXHIBIT 10.9 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this "Agreement"), dated as of July 15, 1992 by and between Motorola Inc., a Delaware corporation ("Motorola") and Iridium, Inc., a Delaware corporation ("Iridium"). WHEREAS, Iridium is a company formed to own and operate the space and system control segments of the IRIDIUM system; WHEREAS, Iridium requires certain administrative, legal, financial and other services in order to conduct its business and Motorola has provided, and has agreed to provide, certain of these services to Iridium; AND WHEREAS, Motorola and Iridium wish to memorialize their agreements as to the services provided, and to be provided, to Iridium and the payments to be made by Iridium to Motorola for such services; NOW THEREFORE, in consideration of the mutual coven

Iridium World Communications Ltd – LIMITED LIABILITY COMPANY AGREEMENT (March 17th, 1997)

1 EXHIBIT 10.1 LIMITED LIABILITY COMPANY AGREEMENT OF IRIDIUM LLC 2 LIMITED LIABILITY COMPANY AGREEMENT OF IRIDIUM LLC LIMITED LIABILITY COMPANY AGREEMENT of IRIDIUM LLC ("LLC") dated as of July 29, 1996 among the undersigned. WHEREAS, the Members are forming a limited liability company pursuant to the terms and provisions of this Agreement and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq. as amended from time to time (the "Delaware Act"); WHEREAS, On June 14, 1993, Iridium, Inc. was formed as a corporation under the laws of the State of Delaware and commenced operations on July 29, 1993;