Iridium Capital Corp Sample Contracts

Iridium Capital Corp – FIRST SERIES B NOTE SUPPLEMENTAL INDENTURE (January 15th, 1998)

1 EXHIBIT 4.3.2 IRIDIUM OPERATING LLC as Successor To IRIDIUM LLC 14% Senior Notes due 2005, Series B Guaranteed by Iridium Roaming LLC and Iridium IP LLC -------------------------------------------- FIRST SERIES B NOTE SUPPLEMENTAL INDENTURE Dated as of December 19, 1997 -------------------------------------------- State Street Bank and Trust Company, Trustee -------------------------------------------- Supplementing the Series B Note Indenture Dated as of July 16, 1997 among Iridium LLC, Iridium Capital Corporation, Iridium Roaming LLC, Iridium IP LLC and

Iridium Capital Corp – FIRST SERIES C NOTE SUPPLEMENTAL INDENTURE (January 15th, 1998)

1 EXHIBIT 4.5.2 IRIDIUM OPERATING LLC as Successor To IRIDIUM LLC 11 1/4% Senior Notes due 2005, Series C Guaranteed by Iridium Roaming LLC and Iridium IP LLC -------------------------------------------- FIRST SERIES C NOTE SUPPLEMENTAL INDENTURE Dated as of December 19, 1997 -------------------------------------------- State Street Bank and Trust Company, Trustee -------------------------------------------- Supplementing the Series C Note Indenture Dated as of October 17, 1997 among Iridium LLC, Iridium Capital Corporation, Iridium Roaming LLC, Iridium IP LLC and

Iridium Capital Corp – PURCHASE AGREEMENT (January 15th, 1998)

1 EXHIBIT 10.20 IRIDIUM LLC IRIDIUM CAPITAL CORPORATION $300,000,000 11 1/4% Senior Notes due 2005, Series C PURCHASE AGREEMENT October 9, 1997 CHASE SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED BT ALEX. BROWN INCORPORATED c/o Chase Securities Inc. 270 Park Avenue, 4th Floor New York, New York 10017 Ladies and Gentlemen: Iridium LLC, a Delaware limited liability company ("Iridium"), and Iridium Capital Corporation, a Delaware corporation and a wholly owned subsidiary of Iridium ("Capital" and, together with Iridium, the "Note Issuers"), propose to issue and sell $300,000,000 aggregate principal amount of 11 1/4% Senior Notes due 2005, Series C (the "Notes"). The Notes will be guaranteed (the "Guarantees"

Iridium Capital Corp – 11 1/4% Senior Notes due 2005, Series C (January 15th, 1998)

1 EXHIBIT 4.5.1 ============================================== IRIDIUM LLC IRIDIUM CAPITAL CORPORATION 11 1/4% Senior Notes due 2005, Series C Guaranteed by Iridium Roaming LLC and Iridium IP LLC ----------------------------------------------------------------------- SERIES C NOTE INDENTURE Dated as of October 17, 1997 ----------------------------------------------------------------------- State Street Bank and Trust Company, Trustee ============================================== 2 TABLE OF CONTENTS

Iridium Capital Corp – ASSET TRANSFER AGREEMENT (January 15th, 1998)

1 EXHIBIT 10.25 ASSET TRANSFER AGREEMENT BETWEEN IRIDIUM LLC AND IRIDIUM OPERATING LLC DATED AS OF DECEMBER 18, 1997 2 TABLE OF CONTENTS PAGE ---- INTRODUCTION........................................................................................... 1 ARTICLE I DEFINITIONS AND INTERPRET

Iridium Capital Corp – OF CONTRACT (January 15th, 1998)

1 EXHIBIT 10.26 CONSENT TO ASSIGNMENT OF CONTRACT (IRIDIUM LLC AND ANDERSEN CONSULTING LLP) This Consent to Assignment of Contract ("Consent") is entered into by and among Andersen Consulting LLP, an Illinois limited liability partnership ("Andersen"), Iridium LLC, a Delaware limited liability company ("Iridium"), and Iridium Operating LLC, a Delaware limited liability company ("Iridium Operating"). RECITALS A. Andersen and Iridium have entered into a Master Agreement dated December 10, 1996, (such contract, all schedules, appendices and exhibits thereto, all agreements, statements of work, documents or information incorporated by reference therein and all prior amendments, waivers, change orders, or addenda thereto collectively referred to herein as the "Contract").

Iridium Capital Corp – MANAGEMENT SERVICES AGREEMENT (January 15th, 1998)

1 EXHIBIT 10.2 MANAGEMENT SERVICES AGREEMENT as amended and restated on December 18, 1997 by and among IRIDIUM WORLD COMMUNICATIONS LTD. and IRIDIUM LLC and IRIDIUM OPERATING LLC 2 ARTICLE 1 GENERAL DUTIES OF MANAGER WITH RESPECT TO IWCL ............................... 2 1.1 General Duties of Manager ............................................ 2 1.2 Iridium Termination Right with Respect to IWCL ....................... 2 1.3 Treasury ............................................................. 2 1.4 Legal; Indemni

Iridium Capital Corp – FIRST SERIES A NOTE SUPPLEMENTAL INDENTURE (January 15th, 1998)

1 EXHIBIT 4.1.2 IRIDIUM OPERATING LLC as Successor To IRIDIUM LLC 13% Senior Notes due 2005, Series A Guaranteed by Iridium Roaming LLC and Iridium IP LLC -------------------------------------------- FIRST SERIES A NOTE SUPPLEMENTAL INDENTURE Dated as of December 19, 1997 -------------------------------------------- State Street Bank and Trust Company, Trustee -------------------------------------------- Supplementing the Series A Note Indenture Dated as of July 16, 1997 among Iridium LLC, Iridium Capital Corporation, Iridium Roaming LLC, Iridium IP LLC and

Iridium Capital Corp – AMENDMENT NO. 3 (August 18th, 1997)

1 EXHIBIT 10.7 AMENDMENT NO. 3 TO THE IRIDIUM(R) TERRESTRIAL NETWORK DEVELOPMENT CONTRACT WHEREAS, Iridium LLC (hereinafter called "Iridium") and Motorola, Inc. (hereinafter called "Motorola") have previously entered into that certain IRIDIUM Terrestrial Network Development Contract (hereinafter called the "TNDC") effective January 1, 1993, including Amendments Nos. 1 and 2 thereto, respectively dated November 2, 1995, and August 20, 1996; and, WHEREAS, Iridium and Motorola desire to further amend the terms and conditions of the TNDC in order to accommodate changes to the scope of work to be performed thereunder: NOW, THEREFORE, in consideration of the foregoing and pursuant to ARTICLE 8, CHANGES of the TNDC, Iridium and Motorola agree to the following changes to the TNDC: 1. Amend Article 1 DEFINITIONS

Iridium Capital Corp – MEMORANDUM OF UNDERSTANDING (July 21st, 1997)

1 EXHIBIT 10.18 Execution Copy MEMORANDUM OF UNDERSTANDING Memorandum of Understanding ("MOU"), dated as of July 11, 1997, between Motorola, Inc., a Delaware corporation ("Motorola"), and Iridium LLC, a Delaware limited liability company ("Iridium"). Iridium proposes to enter into a $750 million senior secured interim credit facility (the "Secured Bridge Facility") on the terms and conditions set forth in that certain commitment letter, dated June 16, 1997, among Iridium and the banks and financial advisors named therein attached hereto as Exhibit A (the "Commitment Letter"). Subject to the terms and conditions set forth in this MOU, Motorola intends to support Iridium's efforts to obtain the Secured Bridge Facility, as described in the Commitment Letter, subject to certain terms and conditions of the

Iridium Capital Corp – WAIVER NO. 1 (July 21st, 1997)

1 EXHIBIT 10.15 WAIVER NO. 1 WAIVER NO. 1 dated as of June 25, 1997, among: IRIDIUM LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the "Company"); MOTOROLA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware ("Motorola"); and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders under the Credit Agreement referred to below (in such capacity, the "Administrative Agent"). The Company and the Administrative Agent are parties hereto are parties to the Credit Agreement (the "Credit Agreement") dated as of August 21, 1996 among the Company, the lenders party thereto (collectively, the "Lenders"), Chase Securities Inc. and BZW, the investment banking division of Barclays Bank PL

Iridium Capital Corp – UNIT AGREEMENT (July 21st, 1997)

1 EXHIBIT 10.24 ================================================================================ UNIT AGREEMENT BY AND AMONG IRIDIUM LLC (A DELAWARE LIMITED LIABILITY COMPANY), IRIDIUM CAPITAL CORPORATION (A DELAWARE CORPORATION), IRIDIUM WORLD COMMUNICATIONS LTD. (A BERMUDA COMPANY), IRIDIUM ROAMING LLC (A DELAWARE LIMITED LIABILITY COMPANY), IRIDIUM IP LLC (A DELAWARE LIMITED LIABILITY COMPANY) AND STATE STREET BANK AND TRUST COMPANY, AS UNIT AGENT, TRUSTEE

Iridium Capital Corp – AGREEMENT REGARDING GUARANTEE (July 21st, 1997)

1 EXHIBIT 10.17 Execution Copy AMENDED AND RESTATED AGREEMENT REGARDING GUARANTEE This Amended and Restated Agreement Regarding Guarantee (this "Agreement") is dated as of July 11, 1997, and amends and restates the Agreement Regarding Guarantee originally dated as of August 21, 1996 (the "Original Agreement Regarding Guarantee") between Motorola, Inc., a Delaware corporation ("Motorola"), and Iridium LLC, a Delaware limited liability company ("Iridium"). Reference is made to that certain Memorandum of Understanding (the "MOU"), dated as of July 11, 1997, between Motorola and Iridium. Motorola has entered into a Guarantee Agreement, dated as of August 21, 1996 (the "Bridge Guarantee Agreement"), pursuant to which Motorola has guaranteed the payment of up t

Iridium Capital Corp – SELECTED SENIOR OFFICERS' SUPPLEMENTARY RETIREMENT PLAN (July 21st, 1997)

1 EXHIBIT 10.27 IRIDIUM LLC SELECTED SENIOR OFFICERS' SUPPLEMENTARY RETIREMENT PLAN SECTION 1 - INTRODUCTION 1.1 Purpose. The Selected Senior Officers Supplementary Retirement Plan is established by the Company to provide non-qualified deferred compensation to specified executive officers of the Company whose participation has been approved by the Board of Directors. Unless specifically named as a Participant in the SSOSRP by resolution of the Board of Directors, no officer or employee of the Company shall have any rights to benefits hereunder. 1.2 Effective Date. The effective date of the Plan is January 1, 1995. SECTION 2 - DEFINITIONS 2.1 Definitions. Except where the context otherwise requires, a capitalized term which is not defined herein shall have the same me

Iridium Capital Corp – 13% Senior Notes due 2005, Series A (July 21st, 1997)

1 EXHIBIT 4.1 ======================================================== IRIDIUM LLC IRIDIUM CAPITAL CORPORATION 13% Senior Notes due 2005, Series A Guaranteed by Iridium Roaming LLC and Iridium IP LLC -------------------------------------------------------- SERIES A NOTE INDENTURE Dated as of July 16, 1997 -------------------------------------------------------- State Street Bank and Trust Company, Trustee ======================================================== 2 TABLE OF CONTENTS

Iridium Capital Corp – SERIES B NOTE INDENTURE (July 21st, 1997)

1 EXHIBIT 4.2 ========================================================= IRIDIUM LLC IRIDIUM CAPITAL CORPORATION 14% Senior Notes due 2005, Series B Guaranteed by Iridium Roaming LLC and Iridium IP LLC --------------------------------------------------------- SERIES B NOTE INDENTURE Dated as of July 16, 1997 --------------------------------------------------------- State Street Bank and Trust Company, Trustee ========================================================= 2 TABLE OF CONTENTS

Iridium Capital Corp – PURCHASE AGREEMENT (July 21st, 1997)

1 EXHIBIT 10.20 IRIDIUM LLC IRIDIUM CAPITAL CORPORATION 300,000 Units Consisting of $300,000,000 13% Senior Notes due 2005, Series A and Warrants to Purchase Shares of Class A Common Stock of Iridium World Communications Ltd. $500,000,000 14% Senior Notes due 2005, Series B PURCHASE AGREEMENT July 11, 1997 CHASE SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED c/o Chase Securities Inc. 270 Park Avenue, 4th Floor New York, New York 10017 Ladies and Gentlemen: Iridium LLC, a Delaware limited liability company ("Iridium"), and Iridium Capital Corporation, a Delaware corporation and a wholly owned subsidiary of Iridium ("Capital" and, together with Iridium, the "No