10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33963

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	26-1344998
(State of incorporation)	(I.R.S. Employer Identification No.)
1750 Tysons Boulevard, Suite 1400, McLean, Virginia	22102
(Address of principal executive offices)	(Zip code)

703-287-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of October 26, 2012 was 75,074,602.

IRIDIUM COMMUNICATIONS INC.

TABLE OF CONTENTS

ITEM No.		PAGE
Part I. Financial Information
1.	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
3.	Quantitative and Qualitative Disclosures About Market Risk	25
4.	Controls and Procedures	25
Part II. Other Information
1.	Legal Proceedings	26
1A.	Risk Factors	26
2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
3.	Defaults Upon Senior Securities	43
4.	Mine Safety Disclosures	43
5.	Other Information	43
6.	Exhibits	43
	Signatures	44

2

PART I.

Iridium Communications Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

	September 30, 2012			December 31, 2011
	(Unaudited)			(Restated)
Assets
Current assets:
Cash and cash equivalents	$	189,399		$	136,366
Accounts receivable, net		54,734			57,418
Inventory		24,284			15,077
Deferred tax assets, net		9,435			9,435
Income tax receivable		4,335			4,330
Prepaid expenses and other current assets		5,564			4,616
Total current assets		287,751			227,242
Property and equipment, net		1,010,418			843,092
Restricted cash		54,216			27,154
Other assets		515			584
Intangible assets, net		73,765			83,552
Deferred financing costs		115,321			105,523
Goodwill		87,039			87,039
Total assets	$	1,629,025		$	1,374,186
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	13,759		$	24,816
Accrued expenses and other current liabilities		32,094			29,791
Interest payable		11,317			5,838
Deferred revenue		41,225			35,445
Total current liabilities		98,395			95,890
Accrued satellite operations and maintenance expense, net of current portion		18,061			19,065
Credit facility		588,938			417,133
Deferred tax liabilities, net		144,655			126,546
Other long-term liabilities		14,053			13,534
Total liabilities		864,102			672,168
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value, 2,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 300,000 shares authorized, 75,073 shares issued and outstanding at September 30, 2012, and 73,205 shares issued and outstanding at December 31, 2011		75			73
Additional paid-in capital		696,844			681,781
Retained earnings		68,309			20,389
Accumulated other comprehensive loss, net of taxes		(305	)		(225	)
Total stockholders' equity		764,923			702,018
Total liabilities and stockholders' equity	$	1,629,025		$	1,374,186

See notes to unaudited condensed consolidated financial statements

3

Iridium Communications Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
				(Restated)						(Restated)
Revenue:
Services	$	71,403		$	69,361		$	206,736		$	195,687
Subscriber equipment		26,371			25,909			71,825			72,232
Engineering and support services		2,667			6,854			12,675			21,411
Total revenue		100,441			102,124			291,236			289,330
Operating expenses:
Cost of services (exclusive of depreciation and amortization)		14,000			17,770			47,991			54,467
Cost of subscriber equipment		14,194			13,793			40,828			38,900
Research and development		3,623			3,122			12,741			10,769
Selling, general and administrative		16,452			16,457			52,570			50,173
Depreciation and amortization		20,484			26,784			63,056			73,779
Total operating expenses		68,753			77,926			217,186			228,088
Operating income		31,688			24,198			74,050			61,242
Other income (expense):
Interest income, net		399			278			588			825
Undrawn credit facility fees		(2,488	)		(3,063	)		(7,849	)		(9,566	)
Other expense, net		(67	)		(18	)		(6	)		(59	)
Total other expense		(2,156	)		(2,803	)		(7,267	)		(8,800	)
Income before income taxes		29,532			21,395			66,783			52,442
Provision for income taxes		(11,693	)		(9,382	)		(18,863	)		(19,824	)
Net income		17,839			12,013			47,920			32,618
Foreign currency translation adjustments		5			(375	)		(80	)		(205	)
Comprehensive income	$	17,844		$	11,638		$	47,840		$	32,413
Weighted average shares outstanding - basic		74,376			73,354			73,738			71,755
Weighted average shares outstanding - diluted		76,131			74,558			75,886			73,651
Net income per share - basic	$	0.24		$	0.16		$	0.65		$	0.45
Net income per share - diluted	$	0.23		$	0.16		$	0.63		$	0.44

See notes to unaudited condensed consolidated financial statements

4

Iridium Communications Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net cash provided by operating activities	$	132,715		$	131,923
Cash flows from investing activities:
Capital expenditures		(221,343	)		(240,344	)
Net cash used in investing activities		(221,343	)		(240,344	)
Cash flows from financing activities:
Borrowings under credit facility		171,805			190,170
Payment of deferred financing fees		(11,980	)		(27,643	)
Cash restricted for debt service reserve		(27,062	)		(27,023	)
Proceeds from exercise of stock options and warrants		9,143			41
Payment of offering costs		(245	)		-
Repayment of note payable		-			(22,223	)
Net cash provided by financing activities		141,661			113,322
Net increase in cash and cash equivalents		53,033			4,901
Cash and cash equivalents, beginning of period		136,366			119,932
Cash and cash equivalents, end of period	$	189,399		$	124,833
Supplemental cash flow information:
Interest paid	$	2,907		$	4,908
Income taxes paid (refunded)	$	351		$	(3,940	)
Supplemental disclosure of non-cash investing activities:
Property and equipment received but not paid for yet	$	2,821		$	2,465
Interest capitalized but not paid	$	13,499		$	5,387
Stock-based compensation capitalized	$	547		$	290

See notes to unaudited condensed consolidated financial statements

5

Iridium Communications Inc.

Notes to Condensed Consolidated Financial Statements

1. Organization and Basis of Presentation

Iridium Communications Inc. (the “Company”) was initially formed in 2007 as GHL Acquisition Corp., a special purpose acquisition company. The Company acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC in a transaction accounted for as a business combination on September 29, 2009 (the “Acquisition”). In accounting for the Acquisition, the Company was deemed the legal and accounting acquirer. On September 29, 2009, as a result of the Acquisition, the Company changed its name to Iridium Communications Inc.

The Company is a provider of mobile voice and data communications services on a global basis using a constellation of low-earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.

2. Significant Accounting Policies and Error Corrections

Principles of Consolidation

The Company has prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). While the Company believes that the disclosures are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the 2011 annual consolidated financial statements and notes included in its Form 10-K filed with the SEC on March 6, 2012.

Correction of Errors

The Company has determined that its financial statements and related disclosures as of and for each of the years ended December 31, 2009, 2010 and 2011, the quarter ended December 31, 2009 and each of the quarters in the years ended December 31, 2010 and 2011 (the “Previously Issued Financial Statements”) should be restated because they contained certain errors. Accordingly, the Previously Issued Financial Statements should not be relied upon. The errors were determined to have a material effect on certain of the Company’s annual consolidated financial statements and certain quarterly periods, and accordingly the Company has determined that it will restate these consolidated financial statements to correct the errors. The Company intends to restate the Previously Issued Financial Statements to correct these errors by amending its Annual Report on Form 10-K for the year ended December 31, 2011 subsequent to the filing of this report.

The errors in the Previously Issued Financial Statements pertained to certain components of the Company’s provision for income taxes related to a non-operating foreign subsidiary and the recognition of expense related to the fee for the undrawn portion of the Credit Facility during the incorrect period. The impact of the errors had no impact on the Company’s consolidated cash balances as of any period.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2011 and Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 included herein have been restated to correct these errors. The cumulative effect of the errors on retained earnings at January 1, 2011 of $0.6 million has also been reflected in the accompanying financial statements. The correction of the identified errors, which were non-cash in nature, had no net impact on the total cash provided by operating activities for the nine months ended September 30, 2011 because the correction of the errors had offsetting effects on net income and the change in working capital in the period. As a result, the Statement of Cash Flows for the nine months ended September 30, 2011 did not require restatement. Details of the impact of the restatement and a reconciliation of the restated amounts to the previously reported financial statements are provided below.

6

The following errors have been corrected:

· The impact on the Company’s provision for income taxes related to deferred income taxes of a non-operating foreign subsidiary which were not reflected properly in the Company’s income tax provision calculation, resulting in a $0.7 million overstatement of the Company’s provision for income taxes for the three and nine months ended September 30, 2011.

· The expense for the fee associated with the undrawn balance of the Company’s Credit Facility was not properly recorded on the appropriate effective date in accordance with the terms of the agreement, resulting in an overstatement of our undrawn credit facility fee expense of $1.0 million for the nine months ended September 30, 2011 and a corresponding a $0.4 million understatement in the Company’s provision for income taxes for the same period.

The effects on the Company’s previously issued Consolidated Balance Sheet as of December 31, 2011 and our Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 are as follows:

Condensed Consolidated Balance Sheet (in thousands)

	As of					As of
	December 31,					December 31,
	2011					2011
	As Filed		Adjustments			Restated
Assets
Total assets	$	1,374,186	$	-		$	1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net	$	127,297	$	(751	)	$	126,546
Total liabilities	$	672,919	$	(751	)	$	672,168
Retained earnings	$	19,638	$	751		$	20,389
Total stockholders' equity	$	701,267	$	751		$	702,018
Total liabilities and stockholders' equity	$	1,374,186	$	-		$	1,374,186

Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands except per share data):

	Three Months					Three Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	102,124		$	-	$	102,124
Total operating income	$	24,198		$	-	$	24,198
Total other income (expense)	$	(2,803	)	$	-	$	(2,803	)
Income before income taxes	$	21,395		$	-	$	21,395
Provision for income taxes	$	(10,058	)	$	676	$	(9,382	)
Net income	$	11,337		$	676	$	12,013
Comprehensive income	$	10,962		$	676	$	11,638
Net income per share - basic	$	0.15		$	0.01	$	0.16
Net income per share - diluted	$	0.15		$	0.01	$	0.16

7

	Nine Months					Nine Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	289,330		$	-	$	289,330
Total operating income	$	61,242		$	-	$	61,242
Other income (expense)	$	(9,800	)	$	1,000	$	(8,800	)
Income before income taxes	$	51,442		$	1,000	$	52,442
Provision for income taxes	$	(20,123	)	$	299	$	(19,824	)
Net income	$	31,319		$	1,299	$	32,618
Comprehensive income	$	31,114		$	1,299	$	32,413
Net income per share - basic	$	0.44		$	0.01	$	0.45
Net income per share - diluted	$	0.42		$	0.02	$	0.44

Condensed Consolidated Statement of Cash Flows

The Company determined that the errors had no net impact on the previously filed Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011. The impact of the errors on net income and the corresponding impact on working capital resulted in no net change in the cash provided by operating activities as presented on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at September 30, 2012 and December 31, 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company is required to maintain a minimum cash reserve for debt service related to the $1.8 billion loan facility (the “Credit Facility”). As of September 30, 2012 and December 31, 2011, the Company’s restricted cash balance, which represents a minimum cash reserve for debt service related to the Credit Facility and the interest earned on these amounts, was $54.2 million and $27.2 million, respectively.

Depreciation Expense

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During the second quarter of 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of the Company’s next-generation satellite constellation (“Iridium NEXT”). This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior-year periods. The change in accounting estimate reduced the depreciation expense by $6.5 million and $13.1 million for the three and nine months ended September 30, 2012, respectively. For the three months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.05. For the nine months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.12. During the third quarter of 2012, the Company lost communication with one of its in-orbit satellites. As a result, a $2.0 million impairment charge was recorded within depreciation expense during the third quarter of 2012. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.

Fair Value Measurements

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

8

The fair values of short-term financial instruments (primarily cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue) approximated their carrying values as of the dates of the accompanying condensed consolidated balance sheets because of their short-term nature.

Stock-Based Compensation

The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the statement of operations in a manner consistent with the classification of the employee’s or non-employee director’s compensation. Stock-based awards to non-employee consultants are expensed at their fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income. During the nine months ended September 30, 2012, certain production issues were identified related to the Iridium Extreme^® satellite handset. A reserve for the remediation of these issues contributed $1.2 million to the warranty provision during the nine months ended September 30, 2012. Changes in the warranty reserve during the nine months ended September 30, 2012 were as follows:

	Nine Months Ended
	September 30, 2012
	(in thousands)
Balance at beginning of the period	$	4,101
Provision		3,439
Utilization		(2,964	)
Balance at end of the period	$	4,576

3. Commitments and Contingencies

Commitments

Thales

In June 2010, the Company executed a primarily fixed-price full-scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and build of satellites for Iridium NEXT. The total price under the FSD is $2.2 billion, and the Company expects payment obligations under the FSD to extend into the third quarter of 2017. As of September 30, 2012, the Company had made aggregate payments of $634.5 million to Thales, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet.

SpaceX

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (the “SpaceX Agreement”). As of September 30, 2012, the Company had made aggregate payments of $43.9 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet.

In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The SpaceX Amendment also reduced the maximum price under the SpaceX Agreement from $492.0 million to $453.1 million. The Company's obligations to SpaceX under the SpaceX Amendment for the three months ending December 31, 2012 and the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $21.2 million, $4.6 million, $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.

9

Kosmotras

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch service provider for Iridium NEXT (the “Kosmotras Agreement”). The Kosmotras Agreement provides for the purchase of up to six launches with options to purchase additional launches. Each launch can carry two satellites. If all six launches are purchased, the Company will pay Kosmotras a total of $184.3 million. As of September 30, 2012, the Company had made aggregate payments of $11.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. If the Company elects to purchase all six launches, the remaining amounts owed under the contract will be paid through 2015 or 2016, depending on the launch schedule.

Based on the terms of the Kosmotras Agreement, if the Company does not purchase any launches by March 31, 2013, the Kosmotras Agreement will terminate and any amounts paid by the Company to Kosmotras in excess of $15.1 million will be refunded.

Harris

In June 2012, Aireon LLC (“Aireon”), an indirect wholly-owned subsidiary of the Company, entered into an agreement with Harris Corporation for the design, development and production of the payload for each of the planned Iridium NEXT satellites (the “Harris Agreement”). The Harris Agreement does not provide for any guarantee of payment by Iridium Communications Inc. or Iridium Satellite LLC, but the Company intends to make available an injection into Aireon of up to $10 million worth of airtime credits to be used to satisfy a portion of the payments to be made by Aireon under the Harris Agreement in the event that Aireon cannot make such payments. Aireon’s obligations to Harris Corporation under the Harris Agreement for the three months ending December 31, 2012 and the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $9.5 million, $27.5 million, $49.0 million, $20.9 million, $6.2 million and $1.6 million, respectively.

Credit Facility

In October 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). The Company had borrowed an aggregate total of $588.9 million as of September 30, 2012. The unused portion of the Credit Facility as of September 30, 2012 was $1.2 billion. Pursuant to the Credit Facility, the Company maintains a minimum cash reserve for repayment. As of September 30, 2012, the minimum required cash reserve balance was $54.0 million. This amount is included in restricted cash in the accompanying condensed consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility and will be $189.0 million at the beginning of the repayment period, which is expected to begin in 2017.

Interest costs incurred under the Credit Facility were $6.9 million and $18.0 million for the three and nine months ended September 30, 2012, respectively. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the Iridium NEXT assets. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $18.0 million in interest incurred during the nine months ended September 30, 2012 consisted of $5.4 million payable in cash, of which $2.0 million was paid during the period and $3.4 million was accrued at period-end, and $12.6 million payable by deemed loans, of which $4.7 million was paid during the period and $7.9 million was accrued at period-end. The $6.9 million in interest incurred during the three months ended September 30, 2012 consisted of $2.1 million payable in cash and $4.8 million payable by deemed loans; no payments were made during the quarter. Total interest payable associated with the Credit Facility was $11.3 million and is included in interest payable in the accompanying condensed consolidated balance sheet as of September 30, 2012.

The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. The total commitment fee payable on the undrawn portion of the Credit Facility was $4.9 million and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2012.

10

In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the Lenders under the Credit Facility, to amend and restate the Credit Facility. The Credit Facility, as amended by the Supplemental Agreement, authorizes the Company to fund and operate Aireon for the purpose of establishing a space-based Automatic Dependent Surveillance-Broadcast business. Specifically, the amended Credit Facility excludes Aireon from the group of companies (Iridium Communications Inc. and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The amended Credit Facility allows the Company to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits in connection with the Harris Agreement described above, if needed, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The amended Credit Facility requires the Company to use any net distributions received from Aireon to repay its debt obligations under the Credit Facility and to grant the Lenders a security interest in the Company’s ownership interest in Aireon. The Supplemental Agreement does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to the Company’s launch services agreement with SpaceX. The amended Credit Facility required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its 7.00% Series A Cumulative Convertible Preferred Stock for net proceeds of $96.7 million. During the three months ended September 30, 2012, the Company also received $9.1 million from the exercise of warrants to purchase its common stock at an exercise price of $7.00 per share.

Contingencies

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.

4. Stock-Based Compensation

During 2009, the Company’s stockholders approved a stock incentive plan (the “2009 Stock Incentive Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of December 31, 2011, 8.0 million shares of common stock were authorized for issuance as awards under the 2009 Stock Incentive Plan. In May 2012, the Company’s stockholders approved a new stock incentive plan (the “2012 Stock Incentive Plan”). The 2012 Stock Incentive Plan is the successor to and continuation of the 2009 Stock Incentive Plan. Following the adoption of the 2012 Stock Incentive Plan, no additional stock awards may be granted under the 2009 Stock Incentive Plan. The aggregate number of shares of common stock initially authorized for issuance under the 2012 Stock Incentive Plan is 13,416,019 shares, which represents the sum of (A) 5,423,206 newly authorized shares, plus (B) the number of shares available for issuance under the 2009 Stock Incentive Plan prior to adoption of the 2012 Stock Incentive Plan, in an amount not to exceed 1,576,794 shares, plus (C) up to 6,416,019 shares subject to grants made for issuance under the 2009 Stock Incentive Plan that may become available for issuance under the 2012 Stock Incentive Plan from time to time as a result of expiration or termination of outstanding awards under the 2009 Stock Incentive Plan prior to exercise or vesting.

Non-employee directors elected to receive a portion of their 2012 annual compensation in the form of equity awards, in an aggregate amount of approximately 106,000 stock options and 106,000 RSUs. These stock options and RSUs were granted in January 2012 and vest over the remainder of 2012 with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the stock options was $0.3 million. The estimated aggregate grant-date fair value of the RSUs was $0.8 million.

During the three months ended September 30, 2012, the Company granted approximately 153,000 stock options to its employees. During the nine months ended September 30, 2012, the Company granted approximately 899,000 stock options, 570,000 service-based RSUs, and 234,000 performance-based RSUs to its employees. Employee stock options and service-based RSUs generally vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. Provided that the Company achieves the performance goals, 50% of the RSU awards will vest after two years and the remaining 50% after the third year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. The estimated aggregate grant-date fair values of the stock options granted to employees during the three months ended September 30, 2012 was $0.5 million. The estimated aggregate grant-date fair values of the stock options, service-based RSUs, and performance-based RSUs granted to employees during the nine months ended September 30, 2012 were $3.0 million, $4.3 million, and $1.8 million, respectively.

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During the nine months ended September 30, 2012, the Company granted approximately 75,000 stock options to consultants. The consultant options vest over a two-year period with ratable quarterly vesting. The aggregate estimated grant-date fair value of the consultant stock options was approximately $0.3 million.

During the three months ended September 30, 2012, the Company granted approximately 167,000 stock appreciation rights (“SARs”) to non-employee contractors. The SARs vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The aggregate estimated grant-date fair value of the contractor SARs was approximately $0.5 million.

5. Equity Transactions

Warrant Activity

During the three and nine months ended September 30, 2012, the Company issued 1,300,000 shares of common stock resulting from the exercise of 1,300,000 warrants to purchase its common stock at an exercise price of $7.00 per share (the “$7.00 Warrants”). The Company received proceeds of $9.1 million as a result of these warrant exercises.

Private Warrant Exchanges

During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”). As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.

In September 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants. Following these private warrant exchanges, the Company had 8,979,434 outstanding $7.00 Warrants as of September 30, 2012, including 632,726 that are included as part of units that were issued in connection with the formation of the Company in 2007. Each unit consists of one share of common stock and one $7.00 Warrant.

Warrant Exchange Tender Offers

During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of September 30, 2012, 277,021 of the $11.50 Warrants remained outstanding.

On October 2, 2012, the Company initiated a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). The offer period ends on November 6, 2012.

Private Offering

On October 3, 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. The Company received proceeds of $96.7 million from the sale of the Series A Preferred Stock in October 2012 which were net of the $3.3 million initial purchaser discount and offering costs. The Company intends to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes. The settlement date of the private offering was October 3, 2012.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends will be payable quarterly in arrears, beginning on December 15, 2012. The Series A Preferred Stock do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock will rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock will generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events). Except as otherwise provided, the Series A Preferred Stock will be convertible only into shares of the Company’s common stock.

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On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.

6. Net Income Per Share

The computations of basic and diluted net income per share are set forth below. The correction of errors in the reported results for the three and nine months ended September 30, 2011 resulted in restated net income for those periods. The correction of these errors did not affect any other components in the calculation of net income per share.

	Three Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	17,839		$	12,013
Net income allocated to participating securities		(11	)		(6	)
Numerator for basic and diluted net income per share	$	17,828		$	12,007
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		74,376			73,354
Dilutive effect of stock options		1			-
Dilutive effect of contingently issuable shares		23			-
Dilutive effect of warrants		1,731			1,204
Denominator for diluted net income per share		76,131			74,558
Net income per share - basic	$	0.24		$	0.16
Net income per share - diluted	$	0.23		$	0.16

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	Nine Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	47,920		$	32,618
Net income allocated to participating securities		(47	)		(28	)
Numerator for basic and diluted net income per share	$	47,873		$	32,590
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		73,738			71,755
Dilutive effect of stock options		8			1
Dilutive effect of contingently issuable shares		48			-
Dilutive effect of warrants		2,092			1,895
Denominator for diluted net income per share		75,886			73,651
Net income per share - basic	$	0.65		$	0.45
Net income per share - diluted	$	0.63		$	0.44

For the three months ended September 30, 2012, warrants to purchase 0.3 million shares of common stock, stock options to purchase 4.3 million shares of common stock and 0.6 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

For the nine months ended September 30, 2012, warrants to purchase 0.3 million shares of common stock, stock options to purchase 4.1 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

For the three and nine months ended September 30, 2011, warrants to purchase 0.3 million shares of common stock and stock options to purchase 4.5 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on March 6, 2012 with the Securities and Exchange Commission, or the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on March 6, 2012, and in this Form 10-Q, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Background

We were initially formed in 2007 as GHL Acquisition Corp., a special purpose acquisition company. We acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, in a transaction accounted for as a business combination on September 29, 2009. We refer to this transaction as the Acquisition. We refer to Iridium Holdings, together with its direct and indirect subsidiaries, as Iridium. In accounting for the Acquisition, we were deemed the legal and accounting acquirer and Iridium the legal and accounting acquiree. On September 29, 2009, as a result of the Acquisition, we changed our name to Iridium Communications Inc.

Overview of Our Business

We are engaged primarily in providing mobile voice and data communications services using a constellation of orbiting satellites. We are the second largest provider of satellite-based mobile voice and data communications services based on revenue, and the only commercial provider of communications services offering 100% global coverage. Our satellite network provides communications services to regions of the world where existing wireless or wireline networks do not exist or are impaired, including extremely remote or rural land areas, airways, open oceans, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.

We provide voice and data communications services to businesses, the U.S. and foreign governments, non-governmental organizations and consumers. We provide these services using our constellation of in-orbit satellites and related ground infrastructure, including a primary commercial gateway. We utilize an interlinked, mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

We sell our products and services to commercial end-users through a wholesale distribution network, encompassing 72 service providers, 177 value-added resellers, or VARs, and 53 value-added manufacturers, who either sell directly to the end-user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications for our products and services targeting specific vertical markets.

At September 30, 2012, we had approximately 595,000 billable subscribers worldwide, an increase of 17% from approximately 508,000 billable subscribers at September 30, 2011. We have a diverse customer base, with end-users in the following key business areas: land-based handset; maritime; aviation; machine-to-machine, or M2M; and government.

We expect a higher proportion of our future revenue will be derived from service revenue than in the past. Revenues from providing voice and data service historically have generated higher gross margins than sales of subscriber equipment.

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We are currently devoting a substantial part of our resources to develop Iridium NEXT, our next-generation satellite constellation, and on hardware and software upgrades to our ground infrastructure in preparation for Iridium NEXT, the development of new product and service offerings, upgrades to our current services, and upgrades to our information technology systems. We estimate the aggregate costs associated with the design, build and launch of Iridium NEXT and related infrastructure upgrades through 2017 to be approximately $3 billion. We believe our $1.8 billion loan facility, or the Credit Facility, together with internally generated cash flows, including cash flows from hosted payloads and proceeds from our recent sale of convertible preferred stock, will be sufficient to fully fund the aggregate costs associated with the design, build and launch of Iridium NEXT and related infrastructure upgrades through early 2017. As of October 31, 2012, we had borrowed a total of $598.9 million under the Credit Facility. For more information about our sources of funding, refer to “Liquidity and Capital Resources.”

Recent Developments

Amendment of Credit Facility

In August 2012, we entered into a supplemental agreement, or the Supplemental Agreement, with the syndicate of bank lenders, or the Lenders, under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes us to fund and operate Aireon for the purpose of establishing a space-based automatic dependent surveillance-broadcast, or ADS-B, business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (we and our material subsidiaries) that are obligors under the Credit Facility and from our consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows us to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits into Aireon as provided for in Aireon’s agreement with Harris Corporation to build the ADS-B system payloads, if needed, and an additional investment of up to $15 million raised from issuances of our common equity. The Supplemental Agreement requires us to use any net distributions that we receive from Aireon to repay the debt under the Credit Facility and to issue the Lenders a security interest in our ownership interest in Aireon.

The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements consistent with the amendment to our launch services agreement with Space Exploration Technologies Corp., or SpaceX, described below. The amendment to the Credit Facility does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required us to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. We satisfied this requirement primarily through the sale of our 7.00% Series A Cumulative Convertible Preferred Stock, or Series A Preferred Stock, as described below. We also received $9.1 million from the exercise of warrants during the three months ended September 30, 2012.

SpaceX

Effective in August 2012, we entered into an amendment to our launch services agreement with SpaceX. The amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The amendment also reduced the maximum price under the original SpaceX agreement from $492.0 million to $453.1 million.

Private Placement of Series A Convertible Preferred Stock

On October 3, 2012, we issued 1,000,000 shares of our Series A Preferred Stock in a private offering. The sale price to the initial purchaser, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. Upon settlement of the private offering in October 2012, we received proceeds of $96.7 million, which were net of the $3.2 million initial purchaser discount and $0.2 million of offering costs. We intend to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends when, as and if declared from, and including, the date of original issue at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends will be payable quarterly in arrears, beginning on December 15, 2012. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock will rank senior to our common stock with respect to dividend rights and rights upon our liquidation, dissolution or winding-up. Holders of Series A Preferred Stock will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances.

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Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock, subject to adjustment in certain events. Except as otherwise provided, the Series A Preferred Stock will be convertible only into shares of our common stock.

On or after October 3, 2017, we may, at our option, convert some or all of the Series A Preferred Stock into that number of shares of our common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of our common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, we may also elect to settle conversions in cash as a result of these fundamental changes.

Private Warrant Exchange

In September 2012, we entered into privately negotiated warrant exchange agreements with funds managed by T2 Partners Management, L.P. (“T2”), the largest holder of our outstanding common stock purchase warrants with an exercise price of $7.00 per share, or $7.00 Warrants. Pursuant to these exchange agreements, we issued 562,370 new shares of our common stock in exchange for 3,374,220 of the $7.00 Warrants held by the T2 funds (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.

Tender Offer for Warrant Exchange

On October 2, 2012, we initiated a tender offer to exchange the remaining outstanding $7.00 Warrants for shares of our common stock. We offered holders of $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). The offer period ends on November 6, 2012.

Restatement to Correct Errors

Management has determined that its financial statements and related disclosures as of and for each of the years ended December 31, 2009, 2010 and 2011, and the quarters ended December 31, 2009 through December 31, 2011, or the Previously Issued Financial Statements, should be restated because they contained errors. In addition, management has concluded that one of these errors arose from a material weakness related to the internal controls over the accounting for income taxes that was not identified in the Report of Management on Internal Control over Financial Reporting as of December 31, 2011 included in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. As a result, our consolidated financial statements for the years ended December 31, 2009, 2010 and 2011 included in the Company’s Annual Reports on Form 10-K and for the quarterly periods ended March 31, June 30, and September 30, 2010 and 2011 included in its Quarterly Reports on Form 10-Q and the reports of Ernst & Young LLP on (i) the consolidated financial statements as of and for the years ended December 31, 2009, 2010 and 2011 and (ii) internal control over financial reporting as of December 31, 2009, 2010 and 2011 should no longer be relied upon.

The errors in the Previously Issued Financial Statements pertained to certain components of our provision for income taxes related to deferred income taxes of a non-operating foreign subsidiary and recognition of expense related to the fee for the undrawn portion of our Credit Facility in the incorrect period. Both of these errors are non-cash in nature.

Management intends to restate the Previously Issued Financial Statements to correct these errors by amending our Annual Report on Form 10-K for the year ended December 31, 2011 subsequent to the filing of this report. The discussion of our financial condition and results of operations as of and for the quarters and years ended December 31, 2009, 2010 and 2011, included in our Annual Report on Form 10-K for the year ended December 31, 2011, will also be amended as part of that filing. The financial statements for the three and nine months ended September 30, 2011 and the balance sheet as of December 31, 2011 included in this report have been restated for the impact of these errors on the previously reported interim financial results.

Material Trends and Uncertainties

Our industry and customer base has historically grown as a result of:

· demand for remote and reliable mobile communications services;

· increased demand for communications services by the U.S. Department of Defense, or DoD, disaster and relief agencies and emergency first responders;

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· a broad and expanding wholesale distribution network with access to diverse and geographically dispersed niche markets;

· a growing number of new products and services and related applications;

· improved data transmission speeds for mobile satellite service offerings;

· regulatory mandates requiring the use of mobile satellite services;

· a general reduction in prices of mobile satellite services and subscriber equipment; and

· geographic market expansion through the receipt of licenses to sell our services in additional countries.

Nonetheless, we face a number of challenges and uncertainties in operating our business, including:

· our ability to develop Iridium NEXT and related ground infrastructure, and to develop products and services for Iridium NEXT, including our ability to continue to access the Credit Facility to meet our future capital requirements for the design, build and launch of the Iridium NEXT satellites;

· our ability to obtain sufficient internally generated cash flows, including cash flows from hosted payloads, to fund a portion of the costs associated with Iridium NEXT and support ongoing business;

· our ability to successfully fund, develop and market the space-based ADS-B global aviation monitoring service to be developed and deployed by Aireon and carried as a hosted payload on the Iridium NEXT system;

· our ability to maintain the health, capacity, control and level of service of our existing satellite network until and during the transition to Iridium NEXT;

· changes in general economic, business and industry conditions;

· our reliance on a single primary commercial gateway and a primary satellite network operations center;

· competition from other mobile satellite service providers and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

· changes in demand from U.S. government customers, particularly the DoD;

· our ability to successfully negotiate a new contract with the DoD when it expires in 2013;

· market acceptance of our products;

· regulatory requirements, in existing and new geographic markets;

· rapid and significant technological changes in the telecommunications industry;

· reliance on our wholesale distribution network to market and sell our products, services and applications effectively;

· reliance on single source suppliers for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events; and

· reliance on a few significant customers for a substantial portion of our revenue, where the loss or decline in business with any of these customers may negatively impact our revenue and increase in our bad debt expense.

Comparison of Our Results of Operations for the Three Months Ended September 30, 2012 and 2011

For purposes of comparing our results of operations for the three months ended September 30, 2012 and 2011, the results of operations for the three months ended September 30, 2011 have been restated due to the identification of non-cash errors as described above under the caption “Restatement to Correct Errors.” The errors we identified affected the provision for income taxes for the three months ended September 30, 2011. The errors and their restatement did not impact revenues, operating expenses, or operating income as previously reported.

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	Three Months Ended September 30,
			% of Total					% of Total			Change
($ in thousands)	2012		Revenue			2011		Revenue			Dollars			Percent
Revenue:
Services	$	71,403		71	%	$	69,361		68	%	$	2,042			3	%
Subscriber equipment		26,371		26	%		25,909		25	%		462			2	%
Engineering and support services		2,667		3	%		6,854		7	%		(4,187	)		(61	)%
Total revenue		100,441		100	%		102,124		100	%		(1,683	)		(2	)%
Operating expenses:
Cost of services (exclusive of depreciation and amortization)		14,000		14	%		17,770		17	%		(3,770	)		(21	)%
Cost of subscriber equipment		14,194		14	%		13,793		14	%		401			3	%
Research and development		3,623		4	%		3,122		3	%		501			16	%
Selling, general and administrative		16,452		16	%		16,457		16	%		(5	)		0	%
Depreciation and amortization		20,484		20	%		26,784		26	%		(6,300	)		(24	)%
Total operating expenses		68,753		68	%		77,926		76	%		(9,173	)		(12	)%
Operating income	$	31,688		32	%	$	24,198		24	%	$	7,490			31	%

Revenue

Total revenue decreased by 2% to $100.4 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. The decrease was primarily due to a decrease in revenue from government-sponsored engineering and support contracts. The decrease in revenue was partially offset by a 17% year-over-year increase in billable subscribers and an increase in sales volume of subscriber equipment.

Service Revenue

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2011						Change
	(Revenue in millions and subscribers in thousands)
			Billable						Billable							Billable
	Revenue		Subscribers (1)		ARPU (2)		Revenue		Subscribers (1)		ARPU (2)		Revenue			Subscribers			ARPU
Commercial voice	$	45.2		333	$	46	$	44.8		305	$	50	$	0.4			28		$	(4	)
Commercial M2M data		10.9		213		18		8.3		154		19		2.6			59			(1	)
Total Commercial		56.1		546				53.1		459				3.0			87
Government voice		14.5		35		136		15.7		38		140		(1.2	)		(3	)		(4	)
Government M2M data		0.8		14		19		0.6		11		19		0.2			3			-
Total Government		15.3		49				16.3		49				(1.0	)		-
Total	$	71.4		595			$	69.4		508			$	2.0			87

(1) Billable subscriber numbers shown are at the end of the respective period.

(2) Average monthly revenue per unit, or ARPU, is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.

Service revenue increased by 3% for the three months ended September 30, 2012, compared to the prior year period, primarily due to growth in billable subscribers partially offset by decreases in ARPU for voice services.

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Commercial voice revenue increased principally due to an increase in revenue from prepaid services and subscriber growth in higher ARPU Iridium OpenPort^®, our broadband data maritime service. The decrease in commercial voice ARPU was due to a decline in average minutes of use per post-paid subscriber. Future growth in commercial voice revenue may be negatively affected by reductions in non-U.S. defense spending and deployed non-U.S. troop levels. Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base.

Government voice revenue decreased principally due to a reduction in billable subscribers and ARPU. Government voice ARPU decreased due to a higher proportion of billable subscribers on lower priced plans for Netted Iridium^®, a service that provides beyond-line-of-sight, push-to-talk tactical radio service for user-defined groups. The increase in government M2M data revenue was driven primarily by billable subscriber growth. Government M2M data ARPU remained flat at $19. We expect government voice ARPU to be lower for the full year 2012 as compared to 2011 as usage of lower priced Netted Iridium continues to grow as a percentage of overall government voice subscribers. Future government voice and M2M data billable subscribers and revenue may be negatively affected by reductions in U.S. defense spending and deployed troop levels, with a corresponding decrease in subscribers under our agreements with the U.S. government. These agreements account for a majority of our government services revenue. In addition, our agreement with the U.S. government expires in 2013. Future government voice and M2M data revenues will be dependent upon our ability to negotiate a favorable new agreement with the U.S. government.

Engineering and Support Service Revenue

Engineering and support service revenue decreased 61% for the three months ended September 30, 2012 compared to the prior year period due to a decline in scope of work for government-sponsored contracts.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) includes the cost of network engineering and operations staff, including contractors, software maintenance, product support services and cost of services for government and commercial engineering and support service revenue.

Cost of services (exclusive of depreciation and amortization) decreased 21% for three months ended September 30, 2012 from the prior year period due to a decline in scope of work for government-sponsored contracts with corresponding impacts to revenue and cost of services.

Depreciation and Amortization

Depreciation and amortization expense decreased 24% for the three months ended September 30, 2012 from the prior year period. During the second quarter of 2012, we updated our analysis of the current satellite constellation’s health and the remaining useful life. Based on the results of this analysis, we estimate that our current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation was extended and is consistent with the expected deployment of Iridium NEXT. The extension of the estimated useful life resulted in a decline in depreciation expense of $6.5 million for the three months ended September 30, 2012 as compared to the prior period. We will continue to evaluate the useful life of our current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT. The decline in depreciation expense was partially offset by a $2.0 million impairment charge that we recorded during the third quarter of 2012 as a result of having lost communication with one of our in-orbit satellites.

Other Income (Expense)

Undrawn Credit Facility Fees

Commitment fees on the undrawn portion of the Credit Facility were $2.5 million for the three months ended September 30, 2012 compared to $3.1 million for the prior year period. The decrease of the commitment fee on the undrawn portion is directly proportionate to the increase in the amounts borrowed under the Credit Facility as we finance the development of Iridium NEXT.

Provision for Income Taxes

For the three months ended September 30, 2012, our income tax provision was $11.7 million compared to $9.4 million for the restated prior year period. This increase principally resulted from the 2012 increase in net income offset by the 2010 provision to return adjustments recorded in the third quarter of 2011. Our effective tax rate was 39.6% for the three months ended September 30, 2012 compared to 43.9% for the restated three months ended September 30, 2011. The decrease in the rate is primarily due to the 2010 provision to return adjustments recorded in third quarter 2011. As our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.

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Comparison of Our Results of Operations for the Nine Months Ended September 30, 2012 and 2011

For purposes of comparing our results of operations for the nine months ended September 30, 2012 and 2011, the results of operations for the nine months ended September 30, 2011 have been restated due to the identification of non-cash errors as described above under the caption “Restatement to Correct Errors.” The errors we identified affected the undrawn credit facility fees and the provision for income taxes for the nine months ended September 30, 2011. The errors and their restatement did not impact revenues, operating expenses, or operating income as previously reported.

	Nine Months Ended September 30,
			% of Total					% of Total			Change
($ in thousands)	2012		Revenue			2011		Revenue			Dollars			Percent
Revenue:
Services	$	206,736		71	%	$	195,687		68	%	$	11,049			6	%
Subscriber equipment		71,825		25	%		72,232		25	%		(407	)		(1	)%
Engineering and support services		12,675		4	%		21,411		7	%		(8,736	)		(41	)%
Total revenue		291,236		100	%		289,330		100	%		1,906			1	%
Operating expenses:
Cost of services (exclusive of depreciation and amortization)		47,991		17	%		54,467		19	%		(6,476	)		(12	)%
Cost of subscriber equipment		40,828		14	%		38,900		13	%		1,928			5	%
Research and development		12,741		4	%		10,769		4	%		1,972			18	%
Selling, general and administrative		52,570		18	%		50,173		17	%		2,397			5	%
Depreciation and amortization		63,056		22	%		73,779		26	%		(10,723	)		(15	)%
Total operating expenses		217,186		75	%		228,088		79	%		(10,902	)		(5	)%
Operating income	$	74,050		25	%	$	61,242		21	%	$	12,808			21	%

Revenue

Total revenue increased by 1% to $291.2 million for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. This increase in revenue was principally due to a 17% year-over-year increase in billable subscribers. This increase was partially offset by a decrease in revenue from government-sponsored engineering and support contracts and a decline in ARPU for voice services.

Service Revenue

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2011						Change
	(Revenue in millions and subscribers in thousands)
			Billable						Billable							Billable
	Revenue		Subscribers (1)		ARPU (2)		Revenue		Subscribers (1)		ARPU (2)		Revenue			Subscribers			ARPU
Commercial voice	$	129.9		333	$	45	$	125.6		305	$	48	$	4.3			28		$	(3	)
Commercial M2M data		30.3		213		18		21.8		154		18		8.5			59			-
Total Commercial		160.2		546				147.4		459				12.8			87
Government voice		44.4		35		137		46.6		38		140		(2.2	)		(3	)		(3	)
Government M2M data		2.1		14		19		1.7		11		21		0.4			3			(2	)
Total Government		46.5		49				48.3		49				(1.8	)		-
Total	$	206.7		595			$	195.7		508			$	11.0			87

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(1) Billable subscriber numbers shown are at the end of the respective period.

(2) ARPU is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.

Service revenue increased by 6% for the nine months ended September 30, 2012 compared to the prior year period primarily due to growth in billable subscribers, partially offset by decreases in ARPU for voice services.

Commercial voice revenue increased due to growth related to our higher-ARPU Iridium OpenPort and increased revenue from prepaid services. These increases were partially offset by decreases in ARPU due to a decline in average minutes of use per post-paid subscriber.

Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base. Commercial M2M data ARPU remained flat at $18.

Government voice revenue decreased principally due to a decline in billable subscribers combined with a decrease in ARPU. Government voice ARPU decreased due to a higher proportion of billable subscribers on the lower priced plans for Netted Iridium. The increase in government M2M data revenue was driven primarily by billable subscriber growth. Government M2M data ARPU decreased compared to the prior year period primarily due to growth in subscribers using plans that generate lower revenue per unit.

Engineering and Support Service Revenue

Engineering and support service revenue decreased 41% for the nine months ended September 30, 2012 compared to the prior year period primarily due to a decline in scope of work for government-sponsored contracts.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) decreased 12% for the nine months ended September 30, 2012 compared to the prior year period due to a decline in scope of work for government-sponsored engineering and support contracts with corresponding impacts to revenue and cost of services.

Research and Development

Research and development expense increased 18% for the nine months ended September 30, 2012 compared to the prior year period. The increase was primarily driven by an increase in research and development associated with Iridium NEXT projects.

Selling, General and Administrative

Selling, general and administrative expenses increased by 5% for the nine months ended September 30, 2012 from the prior year period. This increase was primarily due to a $1.5 million increase in stock-based compensation and a $0.7 million increase in bad debt expense related to a potentially uncollectible portion of an outstanding receivable balance. Future selling, general and administrative expenses may be negatively affected by our ability to collect amounts on accounts receivable with specific customers; we will continue to evaluate all receivables for collectability.

Depreciation and Amortization

Depreciation and amortization expense decreased 15% for the nine months ended September 30, 2012 compared to the prior year period. The decrease was driven by the increase in the estimated useful life of our satellites, which resulted in a $13.1 million decline in depreciation expense for the nine months ended September 30, 2012 compared to the prior year period. This decrease was partially offset by a $2.0 million impairment charge within depreciation expense related to the impairment of an in-orbit satellite with which we lost communication during the third quarter of 2012.

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Other Income (Expense)

Undrawn Credit Facility Fees

Commitment fees on the undrawn portion of the Credit Facility were $7.8 million for the nine months ended September 30, 2012 compared to $10.6 million for the prior year period, as restated. The decrease of the commitment fee on the undrawn portion is directly proportionate to the increase in the amounts borrowed under the Credit Facility as we finance the development of Iridium NEXT.

Provision for Income Taxes

For the nine months ended September 30, 2012, our income tax provision was $18.9 million compared to $19.8 million for the restated prior year period. Our effective tax rate was approximately 28.2% for the nine months ended September 30, 2012 compared to 37.8% for the restated prior year period. The decrease in both our income tax provision and our effective tax rate primarily resulted from an increase in the net benefit in our year to date third quarter 2012 income tax expense compared the year ago period related to the impact on our deferred tax assets and liabilities for the change in the Arizona tax laws enacted in 2011 and 2012. This benefit was partially offset by an increase in income as compared to the year ago period. As our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.

Our 2012 effective tax rate differs from the statutory U.S. Federal tax rate of 35% primarily due to the state tax benefit of the Arizona tax laws changes enacted in 2011 and 2012. Our 2011 effective tax rate differs from the statutory U.S. Federal tax rate of 35% due primarily due to state income tax expense partially offset by the state tax benefit of the Arizona tax law change as well as permanent differences.

Liquidity and Capital Resources

As of September 30, 2012, our total cash and cash equivalents balance was $189.4 million. Our principal sources of liquidity are existing cash, internally generated cash flows, and the Credit Facility. Our principal liquidity requirements are to meet capital expenditure needs, principally the design, build and launch of Iridium NEXT, as well as for working capital and research and development expenses.

We expect to fund $1.8 billion of the costs of Iridium NEXT with the Credit Facility, with the remainder to be funded from internally generated cash flows, including potential cash flows from hosted payloads on our Iridium NEXT satellites, and the $96.7 million in proceeds from the recent issuance of our Series A Preferred Stock.

The Credit Facility contains borrowing restrictions, including financial performance covenants and covenants relating to hosted payloads, and there can be no assurance that we will be able to continue to borrow funds under the Credit Facility. There can also be no assurance that our internally generated cash flows, including those from hosted payloads on our Iridium NEXT satellites, will meet our current expectations. If we do not generate sufficient cash flows, or if the cost of implementing Iridium NEXT or the other elements of our business plan is higher than anticipated, we will require further external funding. Our ability to obtain additional funding may be adversely affected by a number of factors, including the global economic downturn and related tightening of the credit markets, and we cannot assure you that we will be able to obtain such funding on reasonable terms, or at all. If we are not able to secure such funding in a timely manner, our ability to maintain our network, to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and to pursue additional growth opportunities will be impaired, and we would likely need to delay some elements of our Iridium NEXT development. Our liquidity and our ability to fund our liquidity requirements are also dependent on our future financial performance, which is subject to general economic, financial, regulatory and other factors that are beyond our control.

The recent amendment to the Credit Facility allows us to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits into Aireon as provided for in Aireon’s agreement with Harris Corporation to build the ADS-B system payloads, if needed, and an additional investment of up to $15 million raised from the issuance of our equity. The amended Credit Facility requires us to use any net distributions that we receive from Aireon to repay the debt under the Credit Facility and to grant the Lenders a security interest in our ownership interest in Aireon. The amendment does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to our launch services agreement with SpaceX. Also, the Supplemental Agreement required us to raise $100 million through a combination of the issuance of convertible preferred or common equity and the exercise of warrants by April 30, 2013. In response to this requirement, we entered into a purchase agreement to sell 1,000,000 shares of our Series A Preferred Stock in a private offering. The purchase price, equal to $96.85 per share, reflected a discount to the initial purchase price of $3.15 per share. We received proceeds of $96.7 million from the sale of the Series A Preferred Stock in October 2012, which were net of the $3.2 million initial purchaser discount and $0.2 million of offering costs. The settlement date of the private offering was October 3, 2012. We also received $9.1 million from the exercise of $7.00 Warrants during the quarter ended September 30, 2012.

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Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, beginning on December 15, 2012. For each full quarter that the Series A Preferred Stock is outstanding, and assuming that no shares of Series A Preferred Stock have been converted into shares of our common stock, we would be required to pay cash dividends of $1.75 million. We expect that we would satisfy dividend requirements, if and when declared, from internally generated cash flows.

As of September 30, 2012 and October 31, 2012, we had borrowed a total of $588.9 million and $598.9 million under the Credit Facility, respectively. The unused portion of the Credit Facility as of September 30, 2012 was $1.2 billion. Under the terms of the Credit Facility, we were required to maintain a minimum cash reserve for debt service of $54.0 million as of September 30, 2012, which is classified as restricted cash on the accompanying condensed consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to be in 2017. We believe that our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next 12 months.

Cash Flows

The following section highlights our cash flows for the nine months ended September 30, 2012 and 2011:

	2012			2011			Change
	(in thousands)
Cash provided by operating activities	$	132,715		$	131,923		$	792
Cash used in investing activities	$	(221,343	)	$	(240,344	)	$	19,001
Cash provided by financing activities	$	141,661		$	113,322		$	28,339

Cash Flows from Operating Activities

Cash provided by operating activities for the nine months ended September 30, 2012 remained relatively flat compared to the prior year period despite a $15.3 million increase in net income due to offsetting items including a $10.7 million decrease in depreciation and amortization expense and a $6.3 million decrease in working capital. The non-cash errors impacting the nine months ended September 30, 2011 had no net impact on the total cash provided by operating activities as reported; however, the correction of the errors had offsetting effects on net income and the change in working capital in the period.

Cash Flows from Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2012 decreased compared to the same period in the prior year due to decreased capital expenditures related to Iridium NEXT, including payments related to the purchase of equipment and software for our satellite, network and gateway operations. This decrease was due to timing of payments.

Cash Flows from Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2012 increased by $28.3 million compared to the same period in the prior year primarily due to a $22.2 million payment in 2011 which represented satisfaction in full of our promissory note to Motorola Solutions, Inc. and which did not recur in 2012, a $15.7 million decrease in payments of financing fees incurred in conjunction with obtaining the Credit Facility, and an $8.9 million increase in proceeds from the exercise of stock options and warrants. The increase in cash provided by financing activities was partially offset by an $18.4 million decrease in borrowings under the Credit Facility compared to the prior year period. Cash provided by financing activities for the nine months ended September 30, 2012 does not include the proceeds of the private placement of our Series A Preferred Stock, as that transaction closed on October 3, 2012.

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Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements, as such term is defined in Item 303(a)(4)(ii) of the SEC’s Regulation S-K, that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity or capital resources.

Seasonality

Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality effects in the future. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial M2M revenue have been less subject to seasonal usage changes.

Recent Accounting Developments

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest income earned on our cash and cash equivalents balance is subject to interest rate fluctuations. For the three and nine months ended September 30, 2012, a one-half percentage point increase or decrease in interest rates would not have had a material effect on our interest income.

We entered into the Credit Facility in October 2010 and had borrowed $588.9 million under the Credit Facility as of September 30, 2012. A portion of the draws we make under the Credit Facility bear interest at a floating rate equal to the London Interbank Offered Rate, or LIBOR, plus 1.95% and will, accordingly, subject us to interest rate fluctuations in future periods. Had the currently outstanding borrowings under the Credit Facility been outstanding throughout the nine months ended September 30, 2012, a one-half percentage point increase or decrease in the LIBOR would not have had a material effect on our interest cost.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and accounts payable. We maintain our cash and cash equivalents with financial institutions with high credit ratings and at times maintain the balance of our deposits in excess of federally insured (FDIC) limits. The majority of our cash is swept nightly into funds that invest in or are collateralized by U.S government-backed securities. Accounts receivable are due from both domestic and international customers. We perform credit evaluations of our customers’ financial condition and record reserves to provide for estimated credit losses. Accounts payable are owed to both domestic and international vendors.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures  

Under the supervision and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. As a result of the evaluation performed, management has determined that a material weakness in our internal controls over financial reporting and our disclosure controls and procedures existed as of the end of the period covered by this report. As described below, we are taking steps to remediate the identified material weakness in our internal controls over financial reporting in order to address the material weakness.

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Restatement of Consolidated Financial Statements 

We determined that the previously issued financial statements for the years ended December 31, 2009, 2010 and 2011 included in our most recently filed Form 10-K, the period ended December 31, 2009 and each of the quarters in the years ended December 31, 2010 and 2011 included in our quarterly reports on Form 10-Q (collectively, the “Affected Periods”) are no longer reliable. Management and the Audit Committee of the Board of Directors have determined that financial statements for the Affected Periods should be restated to reflect corrections of errors related to our provision for income taxes and undrawn credit facility fee expense. Management and the Audit Committee of the Board of Directors have discussed these matters with our independent registered public accounting firm. In connection with this restatement, as described in further detail in Note 2 to the condensed consolidated financial statements included in this Form 10-Q, management reevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and determined that the control deficiency that caused the misstatement constitutes a material weakness in the area of accounting for income taxes. As a result of the identification of the errors that led to the restatement and the related reassessment of disclosure controls and procedures and internal control over financial reporting, we are implementing certain remediation steps to address the material weakness discussed above in the area of deferred income taxes. Specifically, through our continued effort to evaluate and improve our internal controls over financial reporting, management has expanded its review procedures over the tax provision process, utilizing both internal staff and third-party tax professionals.

Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as to policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2012, except as it relates to the efforts to remediate the material weakness in internal control over financial reporting discussed above, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Neither we nor any of our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or any of our subsidiaries.

ITEM 1A. RISK FACTORS.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on March 6, 2012, as updated by the following risk factors.

Our business plan depends on increased demand for mobile satellite services and the success of our subsidiary, Aireon LLC, which is our primary hosted payload customer, among other factors.

Our business plan is predicated on growth in demand for mobile satellite services and the ability of our primary hosted payload customer to pay us to accommodate its hosted payloads on our next-generation satellite constellation, Iridium NEXT. Demand for mobile satellite services may not grow, or may even contract, either generally or in particular geographic markets, for particular types of services or during particular time periods. A lack of demand could impair our ability to sell products and services, develop and successfully market new products and services and could exert downward pressure on prices. Any decline in prices would decrease our revenue and profitability and negatively affect our ability to generate cash for investments and other working capital needs. Further, in June 2012 we announced our plans to host a payload to be developed by our subsidiary, Aireon LLC, as our primary hosted payload. Aireon’s payload will be an automatic dependent surveillance-broadcast, or ADS-B, system for global air traffic monitoring. Aireon’s success depends on its ability to raise funds to operate while the ADS-B system payloads are being constructed and on the development of the market for a space-based ADS-B service. If Aireon cannot successfully develop the payload or sell its services to air navigation service providers, it will not be able to pay us for the hosting costs.

Our ability to successfully implement our business plan will also depend on a number of other factors, including:

· our ability to maintain the health, capacity and control of our existing satellite constellation;

· our ability to complete the design, build and launch of Iridium NEXT and related ground infrastructure, products and services, and, once launched, our ability to maintain the health, capacity and control of such satellite constellation;

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· the level of market acceptance and demand for our products and services;

· our ability to introduce innovative new products and services that satisfy market demand, including new service offerings on Iridium NEXT;

· our ability to obtain additional business using our existing spectrum resources both in the U.S. and internationally;

· our ability to sell our products and services in additional countries;

· our ability to maintain our relationship with U.S. government customers, particularly the Department of Defense;

· the ability of our distributors to market and distribute our products, services and applications effectively and their continued development of innovative and improved solutions and applications for our products and services;

· the effectiveness of our competitors in developing and offering similar services and products; and

· our ability to maintain competitive prices for our products and services and control costs.

We may need additional capital to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and pursue additional growth opportunities. If we fail to maintain access to sufficient capital, we will not be able to successfully implement our business plan.

Our business plan calls for the development of Iridium NEXT, the development of new product and service offerings, upgrades to our current services, hardware and software upgrades to maintain our ground infrastructure and upgrades to our business systems. We estimate the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 will be approximately $3 billion. While we expect to fund these costs with borrowings under the Credit Facility and the proceeds from the sale of our 7.00% Series A Cumulative Convertible Perpetual Preferred Stock, which closed on October 3, 2012, together with internally generated cash flows, including potential revenues from hosted payloads, it is possible that these sources will not be sufficient to fully fund Iridium NEXT. For example, our primary hosted payload customer is our subsidiary, Aireon. If Aireon is not successful and fails to pay its hosting costs, or if we fail to generate our expected cash flows, we might need to finance the remaining cost by raising additional debt or equity financing. In addition, we may need additional capital to design and launch new products and services on Iridium NEXT. Such additional financing may not be available on favorable terms, or at all.

Our ability to make ongoing draws under the Credit Facility will depend upon our satisfaction of various borrowing conditions from time to time, some of which will be outside of our control. In addition, there can be no assurance that our internally generated cash flows will meet our current expectations, or that we will not encounter increased costs. Among other factors leading to the uncertainty over our internally generated cash flows, Aireon may be unable to pay its hosting costs. If available funds from the Credit Facility and internally generated cash flows are less than we expect, our ability to maintain our network, design, build and launch Iridium NEXT and related ground infrastructure, develop new products and services, and pursue additional growth opportunities will be impaired, which would significantly limit the development of our business and impair our ability to provide a commercially acceptable level of service. We expect to experience overall liquidity levels lower than our recent liquidity levels. Inadequate liquidity could compromise our ability to pursue our business plans and growth opportunities and make borrowings under the Credit Facility, delay the ultimate deployment of Iridium NEXT, and otherwise impair our business and financial position.

If we fail to satisfy the ongoing borrowing conditions of the Credit Facility, we may be unable to fund Iridium NEXT.

We plan to use borrowings under the Credit Facility to partially fund the construction of our Iridium NEXT satellites, including borrowing to capitalize interest otherwise due under the Credit Facility. Our ability to continue to draw funds under the Credit Facility over time will depend on the satisfaction of borrowing conditions, including:

· compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;

· accuracy of the representations we make under the Credit Facility;

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· compliance with the other terms of the Credit Facility, including the absence of events of default; and

· maintenance of the insurance policy with Compagnie Française d’Assurance pour le Commerce Extérieur, or COFACE, the French export credit agency.

Some of these borrowing conditions may be outside of our control or otherwise difficult to satisfy. If we do not continue to satisfy the borrowing conditions under the Credit Facility and cannot obtain a waiver from the Lenders, we would need to find other sources of financing. We would have to seek the permission of the Lenders under the Credit Facility in order to obtain many alternative sources of financing, and there can be no assurance that we would have access to other sources of financing on acceptable terms, or at all.

If we default under the Credit Facility, the lenders may require immediate repayment in full of amounts borrowed or foreclose on our assets.

The Credit Facility contains events of default, including:

· non-compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;

· cross-default with other indebtedness;

· insolvency of any obligor under the Credit Facility;

· revocation of the COFACE policy;

· failure to maintain our current satellite constellation or complete Iridium NEXT by a specified time; and

· a determination by the lenders that we have experienced a material adverse change in our business.

Some of these events of default are outside of our control or otherwise difficult to satisfy. If we experience an event of default, the lenders may require repayment in full of all principal and interest outstanding under the Credit Facility. It is unlikely we would have adequate funds to repay such amounts prior to the scheduled maturity of the Credit Facility. If we fail to repay such amounts, the lenders may foreclose on the assets we have pledged under the Credit Facility, which includes substantially all of our assets and those of our domestic subsidiaries.

The Credit Facility restricts the manner in which we may operate our business, which may prevent us from successfully implementing our business plan.

The Credit Facility contains restrictions on the operation of our business, including limits on our ability to:

· make capital expenditures;

· carry out mergers and acquisitions;

· dispose of or grant liens on our assets;

· enter into transactions with our affiliates;

· pay dividends or make distributions to our stockholders;

· incur indebtedness;

· prepay indebtedness; and

· make loans, guarantees or indemnities.

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Complying with these restrictions may cause us to take actions that are not favorable to holders of our securities and may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.

If we are unable to effectively develop and deploy Iridium NEXT before our current satellite constellation ceases to provide a commercially acceptable level of service, our business will suffer.

We are currently developing Iridium NEXT, which we expect to commence launching in early 2015. While we expect our current satellite constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will do so. If we are unable, for any reason, including as a result of insufficient funds, manufacturing or launch delays, launch failures, in-orbit satellite failures, inability to achieve or maintain orbital placement, failure of the satellites to perform as expected, interference between any hosted payload and our network, or delays in receiving regulatory approvals, to effectively deploy Iridium NEXT before our current constellation ceases to provide a commercially acceptable level of service, or if we experience backward compatibility problems with our new constellation once deployed, we will likely lose customers and business opportunities to our competitors, resulting in a material decline in revenue and profitability and the inability to service debt.

Iridium NEXT may not be completed on time, and the costs associated with it may be greater than expected.

We estimate the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 will be approximately $3 billion, although our actual costs could substantially exceed this estimate. We may not complete Iridium NEXT and related ground infrastructure on time, on budget or at all. The design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost overruns. Development of Iridium NEXT may suffer from additional delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including:

· lower than anticipated internally generated cash flows, including from Aireon;

· the failure to maintain our ability to make draws under the Credit Facility, including by reason of our failure to satisfy any ongoing financial or other condition to making draws;

· operating and other requirements imposed by the Lenders under the Credit Facility;

· engineering or manufacturing performance falling below expected levels of output or efficiency;

· interference between any hosted payload and our network;

· complex integration of our ground segment with the Iridium NEXT satellites and the transition from our current constellation;

· denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities;

· the breakdown or failure of equipment or systems;

· non-performance by third-party contractors, including the prime system contractor;

· the inability to license necessary technology on commercially reasonable terms or at all;

· use of a new or unproven launch vehicle or the failure of the launch services provider to sustain its business;

· launch delays or failures or in-orbit satellite failures once launched or the decision to manufacture additional replacement satellites for future launches;

· labor disputes or disruptions in labor productivity or the unavailability of skilled labor;

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· increases in the costs of materials;

· changes in project scope;

· additional requirements imposed by changes in laws; or

· severe weather or catastrophic events such as fires, earthquakes, storms or explosions.

In addition, there can be no assurance the ground infrastructure needed to complete Iridium NEXT will be completed on-time, on budget or at all. If the design, manufacture and deployment of Iridium NEXT costs more or takes longer than we anticipate, our ability to continue to develop Iridium NEXT and related ground infrastructure could be compromised.

Loss of any Iridium NEXT satellite during launch could delay or impair our ability to offer our services, and launch insurance, to the extent available, will not fully cover this risk.

The launch of our Iridium NEXT satellites will be subject to the inherent risk of launch failures, which could result in the loss or destruction of one or more satellites. We have entered into a Contract for Launch Services, as amended to date, or the SpaceX Agreement, with Space Exploration Technologies Corp., or SpaceX, pursuant to which SpaceX will provide launch services to us in connection with our deployment of Iridium NEXT. The SpaceX Agreement contemplates seven launches of ten satellites each on SpaceX’s Falcon 9 launch vehicle over a two-year period. SpaceX has a limited operating history and limited financial resources, and the Falcon 9 has a limited launch history, which could expose us to delay, greater risk of launch failure or the need to utilize an alternate launch services provider, which could substantially increase our launch costs. We have also entered into a Contract for Launch Services, or the Kosmotras Agreement, with International Space Company Kosmotras, or Kosmotras, pursuant to which Kosmotras will provide supplemental or alternative launch services for Iridium NEXT. The use of Kosmotras instead of SpaceX would increase our launch costs, and the Kosmotras Agreement only provides for the launch of up to 24 satellites, which is not enough to launch the whole Iridium NEXT constellation.

In addition, we are required under the terms of the Credit Facility to insure a portion of the launch of our Iridium NEXT satellites, and we expect to self-insure the remaining portion. Launch insurance currently costs approximately 6% to 15% of the insured value of the satellites launched, including launch costs, but may vary depending on market conditions and the safety record of the launch vehicle. In addition, we expect any launch insurance policies that we obtain to include specified exclusions, deductibles and material change limitations. Typically, these insurance policies contain exclusions customary in the industry for damage arising from acts of war, lasers and other similar potential risks. If launch insurance rates were to rise substantially, our future launch costs could increase. It is also possible that insurance could become unavailable or prohibitively expensive, either generally or for a specific launch vehicle, or that new insurance could be subject to broader exclusions on coverage or limitations on losses, in which event we would bear the risk of launch failures. Even if a lost satellite is fully insured, acquiring a replacement satellite may be difficult and time consuming and could delay the deployment of Iridium NEXT. Furthermore, launch insurance does not cover lost revenue.

Our satellites have a limited life and may fail prematurely, which would cause our network to be compromised and materially and adversely affect our business, prospects and profitability.

Since we introduced commercial services in 2001, we have experienced nine satellite losses, most recently in August 2012. Eight of our satellites have failed in orbit, which has resulted in either the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, and one satellite was lost as a result of a collision with a non-operational Russian satellite. Also, our satellites have already exceeded their original design lives. While actual useful life typically exceeds original design life, the useful lives of our satellites may be shorter than we expect, and additional satellites may fail or collide with space debris or other satellites in the future. Although to date we have had an in-orbit spare available to replace each lost satellite, we can provide no assurance that our in-orbit spare satellites will be sufficient to replace all future lost satellites, that we will be able to replace them in a timely manner, or that the spare satellite will provide the same level of performance as the lost satellite. As a result, while we expect our current constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will be able to do so. In-orbit failure may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris. Other factors that could affect the useful lives of our satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. As our constellation has aged, some of our satellites have experienced individual component failures affecting their coverage or transmission capacity and other satellites may experience such failures in the future, which could adversely affect the reliability of their service or result in total failure of the satellite. As a result, fewer than 66 of our current in-orbit satellites are fully functioning at any time. Although we do not incur any direct cash costs related to the failure of a satellite, if a satellite fails, we record an impairment charge in our statement of operations reflecting the remaining net book value of that satellite to zero, and any such impairment charges could significantly depress our net income for the period in which the failure occurs.

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From time to time, we are advised by our customers and end-users of temporary intermittent losses of signal cutting off calls in progress, preventing completions of calls when made or disrupting the transmission of data. If the magnitude or frequency of such problems increase and we are no longer able to provide a commercially acceptable level of service, our business and financial results and our reputation would be hurt and our ability to pursue our business plan would be compromised.

We may be required in the future to make further changes to our constellation to maintain or improve its performance. Any such changes may require prior Federal Communications Commission, or FCC, approval, and the FCC may subject the approval to other conditions that could be unfavorable to our business. In addition, from time to time we may reposition our satellites within the constellation in order to optimize our service, which could result in degraded service during the repositioning period. Although we have some ability to remedy certain types of problems affecting the performance of our satellites remotely from the ground, the physical repair of our satellites in space is not feasible.

Our agreements with U.S. government customers, particularly the DoD, which represent a significant portion of our revenue, are subject to change or termination.

The U.S. government, through a dedicated gateway owned and operated by the DoD, has been and continues to be, directly and indirectly, our largest customer, representing 23% of our revenue for the year ended December 31, 2011 and 20% of our revenue for the nine months ended September 30, 2012. We provide the majority of our services to the U.S. government pursuant to two contracts, both of which were entered into in April 2008, that provide for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government. Although the U.S. government has exercised the fourth additional one-year term for both contracts, which extended the term through March 2013, the U.S. government may terminate these agreements, in whole or in part, at any time. If the U.S. government terminates its agreements with us or fails to renew such agreements, we would lose a significant portion of our revenue.

Our relationship with the U.S. government is subject to the overall U.S. government budget and appropriation decisions and processes. U.S. government budget decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are driven by numerous factors, including geopolitical events and macroeconomic conditions, and are beyond our control. Significant changes to U.S. defense spending, including as a result of the resolution of the conflicts in Afghanistan and Iraq, or continued reductions in U.S. personnel in those countries, could reduce demand for our services and products by the U.S. government.

We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing products and services.

We license critical system technology, including software and systems, to operate and maintain our network as well as technical information for the design, manufacture and sale of our devices. This intellectual property is essential to our ability to continue to operate our constellation and sell our services, handsets and data devices. In addition, we are dependent on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property. If any third-party owner of such intellectual property were to terminate any license agreement or cease to support and service this technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such services from alternative vendors. Any substitute technology may also be costly to develop and integrate, and have lower quality or performance standards, which would adversely affect the quality of our products and services. In connection with the design, manufacture and operation of Iridium NEXT and related ground infrastructure and the development of new products and services to be offered on Iridium NEXT, we may be required to obtain additional intellectual property rights from third parties. We can offer no assurance that we will be able to obtain such intellectual property rights on commercially reasonable terms or at all. If we are unable to obtain such intellectual property rights or are unable to obtain such rights on commercially reasonable terms, we may not complete Iridium NEXT and related ground infrastructure on budget or at all or may not be able to develop new products and services to be offered on Iridium NEXT.

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Our products could fail to perform or perform at reduced levels of service because of technological malfunctions or deficiencies or events outside of our control which would seriously harm our business and reputation.

Our products and services are subject to the risks inherent in a large-scale, complex telecommunications system employing advanced technology. Any disruption to our satellites, services, information systems or telecommunications infrastructure could result in the inability of our customers to receive our services for an indeterminate period of time. These customers include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available. Any disruption to our services or extended periods of reduced levels of service could cause us to lose customers or revenue, result in delays or cancellations of future implementations of our products and services, result in failure to attract customers or result in litigation, customer service or repair work that would involve substantial costs and distract management from operating our business. The failure of any of the diverse elements of our system, including our satellites, our commercial gateway, or our satellite network operations center to function as required could render our system unable to perform at the quality and capacity levels required for success. Any system failures, repeated product failures or shortened product life or extended reduced levels of service could reduce our sales, increase costs or result in warranty or liability claims, cause us to extend our warranty period and seriously harm our business.

As we and our distributors expand our offerings to include more consumer-oriented devices, we are more likely to be subject to product liability claims or recalls, which could adversely affect our business and financial performance.

Through our network of distributors, we offer several products and services aimed at individual consumers, and we and our distributors continue to introduce more such products and services. These products and services, such as satellite handsets, personal locator devices and location-based services, may be used in isolated and dangerous locations, including emergency response situations, and users who suffer property damage, personal injury or death while using the product or service may seek to assert claims against us. We seek to limit our exposure to such claims through appropriate disclosures, indemnification provisions and disclaimers, but these steps may not be effective. We also maintain product liability insurance, but this insurance may not cover any particular claim, or the amount of insurance may be inadequate to cover the claims brought against us. Product liability insurance could become more expensive and difficult to maintain and might not be available on acceptable terms or at all. In addition, it is possible that our products would become the subject of a mandatory product recall as a result of a product defect, or that we might voluntarily conduct a recall. We do not maintain recall insurance, so any recall could have a significant effect on our financial results. In addition to the direct expenses of product liability claims and recalls, a claim or recall might cause us adverse publicity, which could harm our reputation and compromise our ability to sell our products in the future.

The collection, storage, transmission, use and disclosure of user data and personal information could give rise to liabilities or additional costs as a result of laws, governmental regulations and evolving views of personal privacy rights.

We transmit, and in some cases store, end-user data, including personal information. In jurisdictions around the world, personal information is becoming increasingly subject to legislation and regulations intended to protect consumers’ privacy and security. The interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions is unclear and evolving. These laws may be interpreted and applied in conflicting ways from country to country and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Because our services are accessible in many foreign jurisdictions, some of these jurisdictions may claim that we are required to comply with their laws, even where we have no local entity, employees or infrastructure. We could be forced to incur significant expenses if we were required to modify our products, our services or our existing security and privacy procedures in order to comply with new or expanded regulations.

In addition, if end users allege that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or applicable laws, we could have liability to them. Any failure on our part to protect end user’s privacy and data could result in a loss of user confidence, hurt our reputation and ultimately result in the loss of users.

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Additional satellites may collide with space debris or another spacecraft, which could adversely affect the performance of our constellation and business.

In February 2009, we lost an operational satellite as a result of a collision with a non-operational Russian satellite. Although we have some ability to actively maneuver our satellites to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, various uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless this debris is still large enough to potentially cause severe damage or a failure of our satellites should a collision occur. If our constellation experiences additional satellite collisions with space debris or other spacecraft, our service could be impaired.

The space debris created by the February 2009 satellite collision may cause damage to other spacecraft positioned in a similar orbital altitude.

The collision of one of our satellites with a non-operational Russian satellite created a space debris field concentrated in the orbital altitude where the collision occurred, and thus increased the risk of space debris damaging or interfering with the operation of our satellites, which travel in this orbital altitude, and satellites owned by third parties, such as U.S. or foreign governments or agencies and other satellite operators. Although there are tools used by us and providers of tracking services, such as the U.S. Joint Space Operations Center, to detect, track and identify space debris, we or third parties may not be able to maneuver the satellites away from such debris in a timely manner. Any such collision could potentially expose us to significant losses and liability if we were found to be at fault.

As our product portfolio expands, our failure to manage growth effectively could impede our ability to execute our business plan, and we may experience increased costs or disruption in our operations.

We currently face a variety of challenges, including maintaining the infrastructure and systems necessary for us to operate as a public company and managing the growth of our business. As our product portfolio continues to expand, the responsibilities of our management team and other company resources also grow. Consequently, we may further strain our management and other company resources with the increased complexities and administrative burdens associated with a larger, more complex product portfolio. Our failure to meet these challenges as a result of insufficient management or other resources could significantly impede our ability to execute our business plan. To properly manage our growth, we may need to hire and retain personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Failure to effectively manage the expansion of our product portfolio in a cost-effective manner could result in declines in product and service quality and customer satisfaction, increased costs or disruption of our operations.

If we experience operational disruptions with respect to our commercial gateway or operations center, we may not be able to provide service to our customers.

Our commercial satellite network traffic is supported by a primary ground station gateway in Tempe, Arizona. In addition, we operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. Currently, we do not have a back-up facility for our gateway, and we would not be able to implement our backup to the Virginia operations center in real time if that facility experienced a catastrophic failure. Both facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events and would be difficult to replace or repair and could require substantial lead-time to do so. Material changes in the operation of these facilities may be subject to prior FCC approval, and the FCC might not give such approval or may subject the approval to other conditions that could be unfavorable to our business. Our gateway and operations center may also experience service shutdowns or periods of reduced service in the future as a result of equipment failure, delays in deliveries or regulatory issues. Any such failure would impede our ability to provide service to our customers.

We do not maintain in-orbit insurance covering our losses from satellite failures or other operational problems affecting our constellation.

We do not maintain in-orbit insurance covering losses that might arise as a result of a satellite failure or other operational problems affecting our constellation. The terms of the Credit Facility, however, will require us to obtain and maintain such insurance for the Iridium NEXT satellites for a period of 12 months after launch. We may not be able to obtain such insurance on acceptable terms, or at all. If we are not able to obtain in-orbit insurance, we may be unable to obtain a waiver, which would trigger an event of default and would likely accelerate repayment of all outstanding borrowings. Even if we obtain in-orbit insurance in the future, the coverage may not be sufficient to compensate us for satellite failures and other operational problems affecting our satellites, as it may either contain large deductible amounts or provide reimbursement only after a specified number of satellite failures. As a result, a failure of one or more of our satellites or the occurrence of equipment failures and other related problems could constitute an uninsured loss and could harm our financial condition.

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We may be negatively affected by current global economic conditions.

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values or budgetary constraints. Reduced demand would cause a decline in our revenue and make it more difficult for us to operate profitably, potentially compromising our ability to pursue our business plan. While we expect the number of our subscribers and revenue to continue to grow, we expect the future growth rate will be slower than our historical growth and may not continue in every quarter of every year. We expect our future growth rate will be affected by the current economic slowdown, increased competition, maturation of the satellite communications industry and the difficulty in sustaining high growth rates as we increase in size. Any substantial appreciation of the U.S. dollar may also negatively affect our growth by increasing the cost of our products and services in foreign countries.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the NASDAQ Stock Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K, as required by Section 404 of the Sarbanes-Oxley Act. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we may conclude that our internal controls over financial reporting are not effective. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities.

Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements. Through the execution of our internal controls over financial reporting in connection with the preparation of this quarterly report, management discovered an error caused by a previously existing material weakness in internal controls over financial reporting relating to accounting for income taxes. This material weakness led to the need for the restatement of our financial statements for the years ended December 31, 2009, 2010 and 2011 and for the quarters ended December 31, 2009 through December 31, 2011, which restatement will occur after the filing of this report.  If we do not successfully remediate this material weakness or fail to otherwise maintain effective controls over financial reporting in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements.

We could lose market share and revenue as a result of increasing competition from companies in the wireless communications industry, including cellular and other satellite operators, and from the extension of land-based communications services.

We face intense competition in all of our markets, which could result in a loss of customers and lower revenue and make it more difficult for us to enter new markets. We compete primarily on the basis of coverage, quality, portability and pricing of services and products.

The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand or as a result of aggressive discounting by some operators under financial pressure to expand their respective market share. In addition, we may face competition from new competitors, new technologies or new equipment. For example, we may face competition for our land-based services in the United States from incipient ancillary terrestrial component, or ATC, service providers who are currently raising capital and designing a satellite operating business and a terrestrial component around their spectrum holdings. In addition, some of our competitors have announced plans for the launch of additional satellites. As a result of competition, we may not be able to successfully retain our existing customers and attract new customers.

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In addition to our satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that we provide through our satellite-based system. Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in some markets and for some services. Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than those that are satellite-based. Many of our terrestrial competitors have greater resources, wider name recognition and newer technologies than we do. In addition, industry consolidation could hurt us by increasing the scale or scope of our competitors and thereby making it more difficult for us to compete.

Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming more difficult and expensive to service, upgrade or replace.

Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming obsolete. As they continue to age, they may become less reliable and will be more difficult and expensive to service, upgrade or replace. Although we maintain inventories of some spare parts, it nonetheless may be difficult or impossible to obtain all necessary replacement parts for the hardware. Our business plan contemplates updating or replacing some of the hardware and software in our network, but the age of our existing hardware and software may present us with technical and operational challenges that complicate or otherwise make it infeasible to carry out our planned upgrades and replacements, and the expenditure of resources, both from a monetary and human capital perspective, may exceed our estimates. If we are not able to suitably upgrade and replace our equipment, obsolescence of the technologies that we use could hurt our ability to provide our services and therefore to generate revenue.

Rapid and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.

The satellite communications industry is subject to rapid advances and innovations in technology. We may face competition in the future from companies using new technologies and new satellite systems. New technology could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities than our current constellation or Iridium NEXT, as well as continuing improvements in terrestrial wireless technologies. For us to keep up with technological changes and remain competitive, we may need to make significant capital expenditures, including capital to design and launch new products and services on Iridium NEXT, which are not included in our current cost estimates. Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors. New technologies may be protected by patents or other intellectual property laws and therefore may not be available to us. Any failure on our part to implement new technology within our system may compromise our ability to compete.

Use by our competitors of L-band spectrum for terrestrial services could interfere with our services.

In February 2003, the FCC adopted rules that permit satellite service providers to establish ATC networks. In July 2010, the FCC initiated a notice of inquiry to consider revising these rules. ATC frequencies are designated in previously satellite-only bands. The implementation of ATC services by satellite service providers in the United States or other countries may result in increased competition for the right to use L-band spectrum in the 1.6 GHz band, which we use to provide our services, and such competition may make it difficult for us to obtain or retain the spectrum resources we require for our existing and future services. In addition, the FCC’s decision to permit ATC services was based on assumptions relating to the level of interference that the provision of ATC services would likely cause to other satellite service providers that use the L-band spectrum. If the FCC’s assumptions prove inaccurate, or the level of ATC services provided exceeds those estimated by the FCC, ATC services could interfere with our satellites and devices, which may adversely affect our services. Outside the United States, other countries have implemented or are considering implementing regulations to facilitate ATC-like services.

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Our networks and those of our third-party service providers may be vulnerable to security risks.

We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business and protect our customers and our reputation. Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer viruses and other security problems. Persons who circumvent security measures could wrongfully obtain or use information on the network or cause interruptions, delays or malfunctions in our operations, any of which could harm our reputation, cause demand for our products and services to fall and compromise our ability to pursue our business plans. Recently, there have been reported a number of significant, wide-spread security breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States in countries such as China. In addition, there are reportedly private products available in the market today which attempt to unlawfully intercept communications made on our network. We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches. In addition, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business. Although we have implemented and intend to continue to implement industry-standard security measures, these measures may prove to be inadequate and result in system failures and delays that could lower network availability, which could harm our business.

We are dependent on third parties to market and sell our products and services.

We rely on third-party distributors to market and sell our products and services to end-users and to determine the prices end-users pay. We also depend on our distributors to develop innovative and improved solutions and applications integrating our product and service offerings. As a result of these arrangements, we are dependent on the performance of our distributors to generate substantially all of our revenue. Our distributors operate independently of us, and we have limited control over their operations, which exposes us to significant risks. Distributors may not commit the necessary resources to market and sell our products and services and may also market and sell competitive products and services. In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which may limit their ability to market or sell our products and services. If our distributors develop faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation may be harmed. If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, or at all, we may be unable to increase or maintain our revenue in these markets or enter new markets, we may not realize our expected growth, and our brand image and reputation could be hurt.

In addition, we may lose distributors due to competition, consolidation, regulatory developments, business developments affecting our distributors or their customers or for other reasons. In 2009, one of our largest competitors, Inmarsat, acquired our then largest distributor, Stratos Global Wireless, Inc. We cannot provide assurance that Inmarsat will dedicate the same level of effort to distributing our products and services as did Stratos or even that they will continue to do so at all. Any future consolidation of our distributors would further increase our reliance on a few key distributors of our services and the amount of volume discounts that we may have to give such distributors. Our two largest distributors, Astrium and Inmarsat, represented 11% and 10%, respectively, of our revenue for the year ended December 31, 2011, and our ten largest distributors represented, in the aggregate, 47% of our revenue for the year ended December 31, 2011. The loss of any of these distributors, or a decrease in the level of effort expended by any of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications.

We rely on a limited number of key vendors for supply of equipment and services.

We rely on two single-source contracts to manufacturer our current devices, including our mobile handsets, L-Band transceivers and short-burst data devices. Either of these manufacturers may choose to terminate its business relationship with us when its current contractual obligations are completed, or at such earlier time as contemplated by our current agreement. If a manufacturer terminates its relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price, or at all. We are highly dependent on these manufacturers’ performance as the sole suppliers of our devices. We also utilize sole source suppliers for certain component parts of our devices.

                These manufacturers and suppliers may become capacity constrained as a result of a surge in demand, a natural disaster or other event, resulting in a shortage or interruption in supplies or an inability to meet increased demand. Although we might be able to replace sole source suppliers, there could be a substantial period of time in which our products would not be available; any new relationship may involve higher costs and delays in development and delivery, and we might encounter technical challenges in successfully replicating the manufacturing processes. If our manufacturers or suppliers terminate their relationships with us, fail to provide equipment or services to us on a timely basis or fail to meet our performance expectations, we might be unable to provide products or services to our customers in a competitive manner, which could in turn negatively affect our financial results and our reputation.

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In addition, we depend on Boeing to provide operations and maintenance services with respect to our satellite network, including engineering, systems analysis, integration and testing of new equipment and operations and maintenance services, from our technical support center in Chandler, Arizona and our satellite network operations center in Leesburg, Virginia. Boeing provides these services pursuant to the amended and restated operations and maintenance agreement, or the O&M Agreement, by and between our indirect wholly owned subsidiary Iridium Constellation LLC and Boeing, the term of which is concurrent with the expected operating life of our current constellation. Technological competence is critical to our business and depends, to a significant degree, on the work of technically skilled personnel, such as our Boeing contractors. If Boeing’s performance falls below expected levels or if Boeing has difficulties retaining the personnel servicing our network, the operations of our satellite network could be compromised. In addition, if Boeing terminates its agreement with us, we may not be able to find a replacement provider on favorable terms or at all, which could impair the operations and performance of our network. Replacing Boeing as the operator of our satellite system could also trigger de-orbit rights held by the U.S. government, which, if exercised, would eliminate our ability to offer satellite communications services altogether.

We have been and may in the future become subject to claims that our products violate the patent or intellectual property rights of others, which could be costly and disruptive to us.

We operate in an industry that is susceptible to significant intellectual property litigation. As a result, we or our products may become subject to intellectual property infringement claims or litigation. The defense of intellectual property suits is both costly and time-consuming, even if ultimately successful, and may divert management’s attention from other business concerns. An adverse determination in litigation to which we may become a party could, among other things:

· subject us to significant liabilities to third parties, including treble damages;

· require disputed rights to be licensed from a third party for royalties that may be substantial;

· require us to cease using technology that is important to our business; or

· prohibit us from selling some or all of our products or offering some or all of our services.

Conducting and expanding our operations outside the United States creates numerous risks; these risks may harm our operations and our ability to expand our geographic operations.

We have significant operations outside the United States. According to our estimates, commercial data traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 70% of total commercial data traffic for the year ended December 31, 2011, while commercial voice traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 90% of total commercial voice traffic for the year ended December 31, 2011. We cannot provide the precise geographical distribution of revenue from end-users because we do not contract directly with them. Instead, we determine the country in which we earn our revenue based on where we invoice our distributors. These distributors sell services directly or indirectly to end-users, who may be located or use our products and services elsewhere. We and our distributors are also seeking authorization to sell our services in other countries.

Conducting operations outside the United States involves numerous special risks and, while expanding our international operations would advance our growth, it would also increase these risks. These include:

· difficulties in penetrating new markets due to established and entrenched competitors;

· difficulties in developing products and services that are tailored to the needs of local customers;

· lack of local acceptance or knowledge of our products and services;

· lack of recognition of our products and services;

· unavailability of or difficulties in establishing relationships with distributors;

· significant investments, including the development and deployment of dedicated gateways, as certain countries require physical gateways within their jurisdiction to connect the traffic coming to and from their territory;

· instability of international economies and governments;

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· changes in laws and policies affecting trade and investment in other jurisdictions;

· exposure to varying legal standards, including intellectual property protection in other jurisdictions;

· difficulties in obtaining required regulatory authorizations;

· difficulties in enforcing legal rights in other jurisdictions;

· local domestic ownership requirements;

· requirements that certain operational activities be performed in-country;

· changing and conflicting national and local regulatory requirements; and

· foreign currency exchange rates and exchange controls.

These risks could affect our ability to successfully compete and expand internationally.

Government organizations, foreign military and intelligence agencies, natural disaster aid associations and event-driven response agencies use our commercial voice and data satellite communications services. Accordingly, we may experience reductions in usage due to changing global circumstances, including as a result of the resolution of the conflicts in Afghanistan and Iraq, or continued reductions in U.S. and foreign personnel in those countries.

The prices for our products and services are typically denominated in U.S. dollars. Any appreciation of the U.S. dollar against other currencies will increase the cost of our products and services to our international customers and, as a result, may reduce the competitiveness of our international offerings and make it more difficult for us to grow internationally.

We are currently unable to offer service in important regions of the world due to regulatory requirements, which is limiting our growth and our ability to compete.

Our ability to provide service in certain regions is limited by local regulations as some countries, including Russia and China, have specific regulatory requirements such as local domestic ownership requirements or requirements for physical gateways within their jurisdiction to connect traffic coming to and from their territory. While we have had discussions with parties in these countries to satisfy these regulatory requirements, we may not be able to find an acceptable local partner or reach an agreement to develop additional gateways, or the cost of developing and deploying such gateways may be prohibitive, which could impair our ability to expand our product and service offerings in such areas and undermine our value for potential users who require service in these areas. Also, other countries where we already provide service may impose similar requirements, which could restrict our ability to continue to provide service in such countries. The inability to offer to sell our products and services in all major international markets could impair our international growth. In addition, the construction of such gateways in foreign countries may trigger and require us to comply with various U.S. regulatory requirements which may be in tension with or contravene the laws or regulations of the local jurisdiction. Such tensions could limit, delay or otherwise interfere with our ability to construct gateways or other infrastructure or network solutions around the world.

The U.S. government, Motorola Solutions and Boeing may unilaterally require us to de-orbit our current constellation upon the occurrence of specified events.

When Iridium Satellite purchased the assets of Iridium LLC out of bankruptcy, Boeing, Motorola and the U.S. government required specified de-orbit rights as a way to control potential liability risk arising from future operation of the constellation, and provide an obligation of the U.S. government to indemnify Motorola. As a result, an Indemnification Agreement was entered into among Iridium Satellite, Boeing, Motorola and the U.S. government, as subsequently amended in September 2010, which we refer to as the Indemnification Agreement, giving the U.S. government the right to, in its sole discretion, require us to de-orbit our constellation in the event of (a) Iridium Satellite’s failure to maintain certain insurance and pay certain insurance premiums; (b) Iridium Satellite’s bankruptcy; (c) Iridium Satellite’s sale or the sale of any major asset in our satellite system; (d) Boeing’s replacement as the operator of our satellite system; (e) Iridium Satellite’s failure to provide certain notices as contemplated by the Indemnification Agreement; or (f) at any time after January 1, 2015. Prior to the September 2010 amendment of the Indemnification Agreement, the U.S. government had the right to require us to de-orbit our constellation at any time after June 5, 2009. Pursuant to the September 2010 amendment, the U.S. government may withdraw its agreement to postpone the exercise of its de-orbit right (i) on or after January 1, 2015; (ii) if Iridium Satellite violates any terms of the Indemnification Agreement or fails to comply with any terms of the September 2010 amendment; (iii) if more than four satellites have insufficient fuel to execute a 12-month de-orbit; (iv) if Iridium Satellite fails to comply with the de-boost plans; (v) upon a finding by the FCC, not remedied by Iridium Satellite in the time set forth by the FCC, that Iridium Satellite has failed to comply with the terms of the Iridium Orbital Debris Mitigation Plan filed with the FCC and then in effect; (vi) upon the cancellation, non-renewal or refusal to provide any insurance required by the Indemnification Agreement; and (vii) upon the termination or completion of the current or any successor agreement between Iridium Satellite and the DoD pursuant to which Iridium Satellite provides mobile satellite services to the DoD. The U.S. government also has the right to require us to de-orbit any of our individual functioning satellites, including in-orbit spares, that have been in orbit for more than seven years, unless the U.S. government grants a postponement. All of our functioning satellites have been in orbit for more than seven years.

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Motorola Solutions, as successor to Motorola, also has the right to require us to de-orbit our constellation pursuant to the TSA and pursuant to the O&M Agreement. Under these agreements, Motorola Solutions may require the de-orbit of our constellation upon the occurrence of any of the following: (a) the bankruptcy of our company, Iridium Holdings, Iridium Constellation or Iridium Satellite; (b) Iridium Satellite’s breach of the TSA; (c) Boeing’s breach of the O&M Agreement or a related agreement between Boeing and Motorola Solutions; (d) an order from the U.S. government requiring the de-orbiting of our satellites; (e) Motorola Solutions’ determination that changes in law or regulation may require it to incur specified costs relating to the operation, maintenance, re-orbiting or de-orbiting of our constellation; or (f) our failure to obtain, on commercially reasonable terms, product liability insurance to cover Motorola Solutions’ position as manufacturer of the satellites, provided the U.S. government has not agreed to cover what would have otherwise been paid by such policy.

Pursuant to the O&M Agreement, Boeing similarly has the unilateral right to de-orbit our constellation upon the occurrence of any of the following events: (a) Iridium Constellation’s failure to pay Boeing in accordance with the terms of the O&M Agreement; (b) Iridium Constellation’s or Iridium Satellite’s bankruptcy; (c) Iridium Constellation’s failure to maintain certain insurance policies; (d) a default by Iridium Constellation under the O&M Agreement; or (e) changes in law or regulation that may increase the risks or costs associated with the operation or de-orbit process or the cost of operation or de-orbit of the constellation.

We cannot guarantee that the U.S. government, Motorola Solutions or Boeing will not unilaterally exercise their de-orbiting rights upon the occurrence of any of the above events. If we were required to de-orbit our constellation, we would be unable to continue to provide mobile satellite communications services.

We may be unable to obtain and maintain contractually required liability insurance, and the insurance we obtain may not cover all liabilities to which we may become subject.

Pursuant to an amended and restated transition services, products and asset agreement, or the TSA, with Motorola, and pursuant to the Indemnification Agreement, we are required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement. The current policy together with the de-orbiting endorsement covers amounts that we and other named parties may become liable to pay for bodily injury and property damages to third parties related to processing, maintaining and operating our satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting our satellite constellation. The current policy has a one-year term, which expires on December 8, 2012, and excludes coverage for all third-party damages relating to the 2009 collision of our satellite with a non-operational Russian satellite. The price, terms and availability of insurance have fluctuated significantly since we began offering commercial satellite services. The cost of obtaining insurance can vary as a result of either satellite failures or general conditions in the insurance industry. Higher premiums on insurance policies would increase our cost. In-orbit liability insurance policies on satellites may not continue to be available on commercially reasonable terms or at all. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods and additional policy exclusions. For example, our current de-orbit insurance covers only twelve months from attachment and therefore would not cover losses arising outside that timeframe. As described in the immediately preceding risk factor, our failure to renew our current in-orbit liability insurance policy or obtain a replacement policy would trigger de-orbit rights held by the U.S. government and Boeing, which, if exercised, would eliminate our ability to provide mobile satellite communications services. In addition, even if we continue to maintain an in-orbit liability insurance policy, the coverage may not protect us against all third-party losses, which could be material.

Our current in-orbit liability insurance policy contains, and we expect any future policies would likewise contain, specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from in-orbit collisions such as the one we experienced in 2009, acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference and interference with the use of property.

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In addition to our in-orbit liability insurance policy, we are required under the Indemnification Agreement to purchase product liability insurance to cover potential liability of Motorola Solutions, as the manufacturer of the satellites in our current constellation. We may not in the future be able to renew this product liability coverage on reasonable terms and conditions, or at all. Any failure by us to maintain this insurance could increase our exposure to third-party damages that may be caused by any of our satellites. As described above, if we are unable to obtain such insurance on commercially reasonable terms and the U.S. government has not agreed to cover the amounts that would have otherwise been paid by such insurance, Motorola Solutions could invoke its de-orbit rights which, if exercised, would eliminate our ability to provide mobile satellite communications services.

Wireless devices’ radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks. As a result, we may be subject to new regulations, demand for our services may decrease, and we could face liability based on alleged health risks.

There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones that have transmitting antennas. Lawsuits have been filed against participants in the wireless industry alleging various adverse health consequences, including cancer, as a result of wireless phone usage. Other claims allege consumer harm from alleged failures to disclose certain information about radio frequency emissions, or aspects of the regulatory regime governing those emissions. Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future. While we comply with applicable standards for radio frequency emissions and power and do not believe that there is valid scientific evidence that use of our phones poses a health risk, courts or governmental agencies could find otherwise. Any such finding could reduce our revenue and profitability and expose us and other wireless providers to litigation, which, even if frivolous or unsuccessful, could be costly to defend.

If consumers’ health concerns over radio frequency emissions increase, they may be discouraged from using wireless handsets. Further, government authorities might increase regulation of wireless handsets as a result of these health concerns. Any actual or perceived risk from radio frequency emissions could reduce the number of our subscribers and demand for our products and services.

Our business is subject to extensive government regulation, which mandates how we may operate our business and may increase our cost of providing services and slow our expansion into new markets.

Our ownership and operation of a satellite communications system and the sale of products that operate on that system are subject to significant regulation in the United States by the FCC and in foreign jurisdictions by similar local authorities. The rules and regulations of the FCC or these foreign authorities may change, and such authorities may adopt regulations that limit or restrict our operations as presently conducted or as we plan to conduct such operations. Such authorities may also make changes in the licenses of our competitors that affect our spectrum. Such changes may significantly affect our business. Further, because regulations in each country are different, we may not be aware if some of our distribution partners and/or persons with which we or they do business do not hold the requisite licenses and approvals. Failure to provide services in accordance with the terms of our licenses or failure to operate our satellites or ground stations as required by our licenses and applicable laws and government regulations could result in the imposition of government sanctions on us, including the suspension or cancellation of our licenses. Failure or delay in obtaining the approvals required to operate in other countries would limit or delay our ability to expand our operations into those countries. Failure to obtain homologation certifications or other industry standard certifications for our products could compromise our ability to generate revenue and conduct our business in other countries. Any imposition of sanctions, loss of license or failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in the United States or foreign jurisdictions could cause us to lose sales, hurt our reputation and impair our ability to pursue our business plan.

In addition, one of our subsidiaries, Iridium Carrier Services LLC, holds a common carrier radio license and is thus subject to regulation as a common carrier, including limitations and prior approval requirements with respect to direct or indirect foreign ownership. A change in the manner in which we provide service or a failure to comply with common carrier regulations or pay required fees can result in sanctions including fines, loss of authorizations, or the denial of applications for new authorizations or the renewal of existing authorizations.

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Security and emergency services regulations in the U.S. and other countries may affect our ability to operate our system and to expand into new markets.

Our operations are subject to regulations of the U.S. State Department’s Office of Defense Trade Controls relating to the export of satellites and related technical data, the U.S. Treasury Department’s Office of Foreign Assets Control relating to transactions involving entities sanctioned by the United States, and the U.S. Commerce Department’s Bureau of Industry and Security relating to our handsets. We are also required to provide U.S. and some foreign government law enforcement and security agencies with call interception services, and related government assistance, in respect of which we face legal obligations and restrictions in various jurisdictions. Given our global operations and unique network architecture, these requirements and restrictions are not always easy to harmonize. In addition, some countries require providers of telecommunications services to connect specified emergency numbers to local emergency services. We have discussed and continue to discuss with authorities in various countries the procedures used to satisfy our obligations, and have had to, and may in the future need to, obtain amendments or waivers to licenses or obligations in various countries. Countries are not obligated to grant requested amendments or waivers, and there can be no assurance that relevant authorities will not suspend or revoke our licenses or take other legal actions to attempt to enforce the requirements of their respective jurisdictions.

These U.S. and foreign obligations and regulations may limit or delay our ability to offer products and services in a particular country. As new laws and regulations are issued, we may be required to modify our business plans or operations. In addition, changing and conflicting national and local regulatory requirements may cause us to be in compliance with local requirements in one country, while not being in compliance with the laws and regulations of another. If we fail to comply with regulations in the United States or any other country, we could be subject to sanctions that could make it difficult or impossible for us to operate in the United States or such other country.

If the FCC revokes, modifies or fails to renew or amend our licenses our ability to operate will be harmed or eliminated.

We hold FCC licenses, specifically a license for our current satellite constellation, licenses for our U.S. gateway and other ground facilities and blanket earth station licenses for U.S. government customers and commercial subscribers, that are subject to revocation if we fail to satisfy specified conditions or to meet prescribed milestones. The FCC licenses are also subject to modification by the FCC. Our satellite constellation, U.S. gateway earth station and the U.S. government customer and commercial subscribers’ earth station licenses expire between 2013 and 2026. There can be no assurance that the FCC will renew the FCC licenses we hold. If the FCC revokes, modifies or fails to renew or amend the FCC licenses we hold, or if we fail to satisfy any of the conditions of our respective FCC licenses, we may not be able to continue to provide mobile satellite communications services.

Pursuing strategic transactions may cause us to incur additional risks.

We may pursue acquisitions, joint ventures or other strategic transactions, from time to time. We may face costs and risks arising from any such transactions, including integrating a new business into our business or managing a joint venture. These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors and diversion of management’s time.

In addition, any major business combination or similar strategic transaction would require approval under the Credit Facility and may require significant external financing. Depending on market conditions, investor perceptions of our company and other factors, we might not be able to obtain approvals under the Credit Facility or financing on acceptable terms, in acceptable amounts or at appropriate times to implement any such transaction. Any such financing, if obtained, may further dilute existing stockholders.

Spectrum values historically have been volatile, which could cause our value to fluctuate.

Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and internationally. Values that we may be able to realize from such partnerships will depend in part on the value ascribed to our spectrum. Valuations of spectrum in other frequency bands historically have been volatile, and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets. In addition, to the extent that the FCC takes action that makes additional spectrum available or promotes the more flexible use or greater availability of existing satellite or terrestrial spectrum allocations, for example by means of spectrum leasing or new spectrum sales, the availability of such additional spectrum could reduce the value of our spectrum authorizations and the value of our business.

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Our ability to operate our company effectively could be impaired if we lose members of our senior management team or key technical personnel.

We depend on the continued service of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with other companies, government entities, academic institutions and other organizations. The unexpected loss or interruption of the services of such personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.

The market price of our common stock may be volatile.

The trading price of our common stock may be subject to substantial fluctuations. Factors affecting the trading price of our common stock may include:

· failure in the performance of our current or future satellites or a delay in the launch of Iridium NEXT;

· failure to sign hosted payload customers for our Iridium NEXT satellites;

· failure to comply with the terms of the Credit Facility;

· failure to maintain our ability to make draws under the Credit Facility;

· actual or anticipated variations in our operating results, including termination or expiration of one or more of our key contracts, or a change in sales levels under one or more of our key contracts;

· significant stockholders exercising their registration rights and selling a large number of shares of our common stock;

· dilutive effect of outstanding warrants and stock options;

· changes in financial estimates by industry analysts, or any failure by us to meet or exceed any such estimates, or changes in the recommendations of any industry analysts that elect to follow our common stock or the common stock of our competitors;

· actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;

· actual or anticipated changes in the regulatory environment affecting our industry;

· changes in the market valuations of our competitors;

· low trading volume; and

· announcements by our competitors regarding significant new products or services or significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. If the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. In addition, the trading volume for our common stock historically has been low. Sales of significant amounts of shares of our common stock in the public market could lower the market price of our stock.

We do not expect to pay dividends on our common stock in the foreseeable future.

We do not currently pay cash dividends on our common stock and, because we currently intend to retain all cash we generate to fund the growth of our business and the Credit Facility restricts the payment of dividends, we do not expect to pay dividends on our common stock in the foreseeable future.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

See the exhibit index.

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IRIDIUM COMMUNICATIONS INC.
By:	/s/ Thomas J. Fitzpatrick
	Thomas J. Fitzpatrick
	Chief Financial Officer (as duly authorized officer and as principal financial officer of the registrant)

Date: November 2, 2012

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EXHIBIT INDEX

Exhibit	Description
3.1	Certificate of Designations of Iridium Communications Inc. designating the preferences, limitations, voting powers and relative rights of the 7% Series A Cumulative Perpetual Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2012.
10.1††	Amendment No. 11 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 3, 2012.
10.2††	Amendment No. 12 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 6, 2012.
10.3††	Amendment No. 1 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of July 31, 2012.
10.4††	Amendment No. 2 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of September 4, 2012.
10.5††	Supplemental Agreement dated as of August 1, 2012 between Iridium Satellite LLC and Société Générale, as COFACE Agent, amending and restating the COFACE Facility Agreement among Iridium Satellite LLC, the Registrant, Iridium Holdings LLC, SE Licensing LLC, Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, Syncom-Iridium Holdings Corp., Iridium Constellation LLC and Iridium Government Services LLC; Deutsche Bank AG (Paris Branch), Banco Santander SA, Société Générale, Natixis, Mediobanca International (Luxembourg) S.A., BNP Paribas, Crédit Industriel et Commercial, Intesa Sanpaolo S.p.A. (Paris Branch) and Unicredit Bank Austria AG; Deutsche Bank Trust Company Americas as the security agent and U.S. collateral agent; and Société Générale as the COFACE agent, dated as of October 4, 2010.
10.6††	Amendment No. 2 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., effective as of August 1, 2012.
10.7	Purchase Agreement dated September 28, 2012, by and among Iridium Communications Inc. and Raymond James & Associates, Inc., incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 28, 2012.
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
101**	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November 2, 2012, formatted in XBRL (eXtensible Business Reporting Language):
	(i)	Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011;
	(ii)	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2012 and 2011;
	(iii)	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011; and
	(iv)	Notes to Condensed Consolidated Financial Statements.

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†† Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission.

* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

** Furnished electronically herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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EX-10.1

AMENDMENT N° 11

TO THE

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

No. IS-10-021

Between

Iridium Satellite LLC

And

THALES ALENIA SPACE FRANCE

for the

IRIDIUM NEXT SYSTEM

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PREAMBLE

This Amendment N° 11 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium Next System, as amended, (the “Contract”) is entered into on this 3^rd day of July, 2012 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser”).

RECITALS

WHEREAS, the Parties have agreed to implement the [***] Service into NEXT as specified in Purchaser Change Request 025, SPS Requirements Changes for [***] Service, dated November 11, 2011, using version [***], including increased number of [***] from [***] to [***], of the [***] as the baseline;

WHEREAS, Purchaser issued a letter, dated June 15, 2012, authorizing Contractor to proceed with work necessary to implement the [***] Service, which is superseded by this Amendment; and

WHEREAS, the Parties have reached agreement on the total price, milestone payment schedule and Deliverable Data for the implementation of the [***] Service.

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

Article 1:   Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

Article 2:    The Base Contract Price set forth in Article 4.1 of the Contract is hereby revised to read [***] U.S. Dollars (US$[***]).

Article 3:    Section 11 of Exhibit B is hereby revised to add the following separate [***].

[***]

Article 4:    Exhibit D of the Contract is hereby revised to add the following separate [***] applicable to the implementation of the [***] Service.

[***]

Article 5:    Appendix A of the SOW is hereby revised by the addition of the following separate [***] table applicable to the implementation of the [***] Service.

[***]

Iridium / Thales Alenia Space Confidential & Proprietary 1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[***]

[***]

Article 6:    Appendix B of the SOW is hereby revised by the addition of the following [***] applicable to the implementation of [***] Service.

[***]

Article 7:    This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Article 8:    All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

IRIDIUM SATELLITE LLC	THALES ALENIA SPACE FRANCE
/s/ S. Scott Smith	/s/ Nathalie Smirnov
S. Scott Smith	Nathalie Smirnov
Executive Vice President,	Senior Vice President,
Satellite Development & Operations	System & Payload – Telecom2

Iridium / Thales Alenia Space Confidential & Proprietary 2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX-10.2

AMENDMENT N° 12

TO THE

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

No. IS-10-021

Between

Iridium Satellite LLC

And

THALES ALENIA SPACE FRANCE

for the

IRIDIUM NEXT SYSTEM

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PREAMBLE

This Amendment N° 12 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium Next System, as amended, (the “Contract”) is entered into on this 6^th day of July, 2012 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser”).

RECITALS

WHEREAS, the Parties have agreed to revise the phase noise mask requirement contained in [***], as set forth in Change Request [***], dated July 2, 2012 (the “[***]”); and

WHEREAS, the Parties have reached agreement on the total price for incorporation of the [***].

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

Article 2:  The cost to implement the [***],[***] U.S. Dollars (US$[***]), shall be deducted from the Adjustment leaving a remaining Adjustment balance of [***] U.S. Dollars (US$[***]).

Article 3:  This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Article 4:   All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

IRIDIUM SATELLITE LLC	THALES ALENIA SPACE FRANCE
/s/ S. Scott Smith	/s/ Nathalie Smirnov
S. Scott Smith	Nathalie Smirnov
Executive Vice President,	Senior Vice President,
Satellite Development & Operations	System & Payload – Telecom

Execution Copy Iridium / Thales Alenia Space Confidential & Proprietary 1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX-10.3

AMENDMENT NO. 1

TO THE

PRODUCTS AND SERVICES AGREEMENT

NO. AIR-12-001

BETWEEN

AIREON LLC

AND

HARRIS CORPORATION

For

Automatic Dependent Surveillance-Broadcast (ADS-B) Payload Development

Aireon LLC Business Proprietary Information

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PREAMBLE

This Amendment No. 1 (the “Amendment”) to the Products And Services Agreement for ADS-B Payload Development No. AIR 12-001, signed on June 19, 2012 between Aireon LLC and Harris Corporation, Government Communications Systems Division (the “Agreement”) is entered into on this 31^st day of July, 2012, by and between Aireon LLC, a limited liability company organized and existing under the laws of Delaware, having its office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 (“Aireon”) and Harris Corporation, Government Communications Systems Division organized in the state of Delaware with offices located at 2400 Palm Bay Road NE, Palm Bay, Florida 32905 USA (“Contractor”).

RECITALS

WHEREAS, Aireon and Contractor have engaged in discussions relating to changes each would like to incorporate in the Agreement; and

WHEREAS, the Parties now desire to amend Articles 1,13.2, 17.2, 20, Exhibit C and Exhibit F of the Agreement, and Sections 1 , 4.1 and 8 of the Statement of Work.

NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein, the payments to be made by Aireon to Contractor under the Agreement and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby amend the Agreement as follows:

1. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.

2. Article 1 Definitions Item (j):

Change the title from “Business Proprietary Information” to “Proprietary Information”.

3. Article 13.2 Background Intellectual Property: Section 13.2.1 Background Intellectual Property is hereby deleted and replaced in its entirety as follows:

“All Background Intellectual Property and all Background IP Rights which are (a) created, acquired or otherwise obtained [***], or (b) developed [***], shall remain the sole and exclusive property of the Party who developed and owned such Background Intellectual Property and Background IP Rights. Contractor hereby grants to Aireon a fully-paid, royalty-free, worldwide, non-exclusive, license right limited solely to the Aireon System and future Aireon System enhancements to, either directly, or through its duly authorized agents, representatives, and subcontractors, [***] any of Contractor’s Background IP Rights and Background IP provided, delivered, or utilized under this Agreement for [***]. Except as provided in Article 13; no other rights expressed or implied are granted to Contractor’s Background IP. The Contractor’s Background IP is detailed in Exhibit F of this Agreement. The Parties agree that, if necessary, Exhibit F may be updated as needed during the Term of the Agreement.”

Aireon LLC Business Proprietary Information 2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4. Article 17.2 Consequences of Default Termination, change “Section 17.2.1 Termination by the Contractor for default of Aireon” to read “Section 17.2.2 Termination by the Contractor for default of Aireon”.

5. Article 20 – Dispute Resolution: Section 20.1 Escalation is hereby modified by (i) deleting the words “such dispute to arbitration in accordance with Article 20.2 hereunder” immediately following the text “either Party may” in the last sentence and (ii) inserting the words “such dispute to resolution by a court of law in accordance with Article 20.2 hereunder.”

6. Exhibit C Milestone Payment Plan Firm Fixed Price: Exhibit C is hereby deleted and replaced in its entirety by the following new Exhibit C:

EXHIBIT C – MILESTONE PAYMENT PLAN

FIRM FIXED PRICE (Revised)

Milestones and Milestone Reviews	Planned Date* (Not Due Date)		Payment Amount
[***]		[***]		[***]
			$	114,700,000
[***]
[***]

7. Exhibit F Contract Background Intellectual Property Subject to Contract Article 13 – Intellectual Property: Exhibit F is hereby deleted and replaced in its entirety by the following new Exhibit F:

Aireon LLC Business Proprietary Information 3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT F – CONTRACT BACKGROUND INTELLECTUAL PROPERTY SUBJECT TO CONTRACT ARTICLE 13 - INTELLECTUAL PROPERTY (Revised)

Harris asserts for itself, or the person identified below, that the use, release or disclosure of the following technical data or computer software should be restricted:

Background Intellectual Property	Basis for assertion	Name of person asserting restrictions
[***]	[***]	[***]

8. Exhibit A - Statement of Work is hereby amended as follows: [***]

This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

All other provisions of the Agreement not expressly referred to in this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives as of the date set forth in the Preamble.

For Aireon	For Contractor
AIREON LLC	HARRIS CORPORATION GOVERNMENT COMMUNICATIONS SYSTEMS DIVISION

By:	/s/ Donald L. Thoma	By:	/s/ Janis Rubin-Telles
Name:	Donald L. Thoma	Name:	Janis Rubin-Telles
Title:	President & CEO	Title:	Contract Manager
Date:	7/31/12	Date:	8/15/2012

Aireon LLC Business Proprietary Information 4

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX-10.4

AMENDMENT NO. 2

TO THE

PRODUCTS AND SERVICES AGREEMENT

NO. AIR-12-001

BETWEEN

AIREON LLC

AND

HARRIS CORPORATION

For

Automatic Dependent Surveillance-Broadcast (ADS-B) Payload Development

Aireon LLC Business Proprietary Information

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PREAMBLE

This Amendment No. 2 (the “Amendment”) to the Products And Services Agreement for ADS-B Payload Development No. AIR-12-001, signed on June 19, 2012 between Aireon LLC and Harris Corporation, Government Communications Systems Division (the “Agreement”) is entered into on this 4th day of September, 2012, by and between Aireon LLC, a limited liability company organized and existing under the laws of Delaware, having its office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 (“Aireon”) and Harris Corporation, Government Communications Systems organized in the state of Delaware with offices located at 2400 Palm Bay Road NE, Palm Bay, Florida 32905 USA (“Contractor”).

RECITALS

WHEREAS, Aireon and Contractor have engaged in discussions relating to changes each would like to incorporate in the Agreement; and

WHEREAS, the Parties now desire to amend Articles 7.3, 7.7 and 13.2.1 of the Agreement; and Exhibit A, Section 2.2 and Appendix F, [***] of the Statement of Work.

NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein, the payments to be made by Aireon to Contractor under the Agreement and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby amend the Agreement as follows:

1. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.

2. Article 7.3 Terms of Payment: first paragraph, second line, change “[***]” to “[***]”.

3. Article 7.7 Payment in Iridium Services: the first paragraph is hereby deleted in its entirety and replaced in its entirety as follows:

“In the event Aireon fails to timely make its initial or any other later payment in accordance with the terms of this Agreement, Aireon shall [***] take action to procure from Iridium Satellite LLC prepaid credits for services offered by Iridium (e.g., voice, data, open port, etc.) in the disputed amount (credits) owed by Aireon to Contractor. The amount of Iridium Services to be transferred to Contractor shall equal the portion of the Unpaid Amount [***] up to  ten million ($10,000,000) U.S. dollars.  The credits will reflect the use of [***] and the Agreement will permit [***].  In addition, Aireon will also procure for Contractor the right to [***]; provided, however, that [***].  In order to clarify [***], the credits shall only apply to [***].  Aireon agrees that it will use its best efforts to negotiate and present to Contractor a fully [***] between [***] that reflects [***] within [***] of the [***] with the understanding that, notwithstanding the above, a [***] shall be presented to [***] no later than [***] from the [***] of this Agreement.”

Aireon LLC Business Proprietary Information 2

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4. Article 13.2.1 Background Intellectual Property: after the first paragraph reinsert the below three paragraphs that were inadvertently deleted in Amendment No. 1:

“Aireon agrees that a violation of this License would cause irreparable injury to Contractor, and that Contractor shall be entitled, in addition to any other rights and remedies it may have, at law or in equity, to seek an injunction enjoining and restraining Aireon from doing or continuing to do any such act and any other violations or threatened violations in this License.

THE PARTIES AGREE THAT THE INTELLECTUAL PROPERTY LICENSES HEREIN TERMINATE IF THE PARTIES TERMINATE THIS AGREEMENT PURSUANT TO ARTICLE 17. UPON TERMINATION, CONTRACTOR SHALL HAVE THE RIGHT TO [***], AND AIREON SHALL IMMEDIATELY [***] AND [***].

For purposes of clarity, Contractor acknowledges and agrees that Aireon retains ownership of: (a) all of Aireon’s Proprietary Information; and (b) any [***]; and (c) Aireon Background IP and Background IP Rights (“Aireon Property”). No right or license in such Aireon Property is granted to the Contractor regarding such Aireon Property, except as necessary to perform the Contractor’s obligations under this Agreement.”

5. Exhibit A - Statement of Work is hereby amended as follows: [***]

[***]

[***]

[***]

[***]

This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

All other provisions of the Agreement not expressly referred to in this Amendment remain in full force and effect.

Aireon LLC Business Proprietary Information 3

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives as of the date set forth in the Preamble.

For Aireon	For Contractor
AIREON LLC	HARRIS CORPORATION GOVERNMENT COMMUNICATIONS SYSTEMS DIVISION

By:	/s/ Donald L. Thoma	By:	/s/ Janis Rubin-Telles
Name:	Donald L. Thoma	Name:	Janis Rubin-Telles
Title:	President & CEO	Title:	Contract Manager
Date:	9/14/12	Date:	13 Sept 2012

Aireon LLC Business Proprietary Information 4

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX-10.5

EXECUTION VERSION

SUPPLEMENTAL AGREEMENT

Dated 1 August 2012

BETWEEN

IRIDIUM SATELLITE LLC

as Borrower

and

SOCIÉTÉ GÉNÉRALE

as COFACE Agent

relating to a COFACE Facility Agreement

dated 4 October 2010

Allen & Overy LLP

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

contents

Clause		Page
1.	Interpretation	1
2.	Amendments	2
3.	Representations	2
4.	Fees	3
5.	Consents	3
6.	Waiver Request	4
7.	Miscellaneous	4
8.	Governing law	4
9.	Enforcement	4
Schedule
1.	Conditions precedent documents	6
2.	Restated COFACE Facility Agreement	9
Signatories		238

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS AGREEMENT is dated 1 August 2012

BETWEEN:

(1) IRIDIUM COMMUNICATIONS INC., a Delaware corporation (the Parent);

(2) IRIDIUM SATELLITE LLC, a Delaware limited liability company, as borrower (the Borrower);

(3) THE GUARANTORS under and as defined in the COFACE Facility Agreement (defined below); and

(4) SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties (in this capacity the COFACE Agent).

BACKGROUND

(a) We refer to the COFACE Facility Agreement and the Request Letter (as defined below).

(b) All Lenders have consented to the amendments and waivers to the COFACE Facility Agreement contemplated by this Agreement. Accordingly, the COFACE Agent is authorised to execute this Agreement on behalf of the Finance Parties.

IT IS AGREED as follows:

1. Interpretation

1.1 Definitions

(a) In this Agreement:

Amended COFACE Facility Agreement means the COFACE Facility Agreement as amended and restated by this Agreement and attached hereto as Schedule 2 (Restated COFACE Facility Agreement).

COFACE Consent means the consent of the COFACE to the amendments of the COFACE Facility Agreement made pursuant to Clause 3 of this Agreement.

COFACE Facility Agreement means the COFACE Facility Agreement between among others the Parent, the Borrower, the Guarantors and the COFACE Agent dated 4 October 2010.

Effective Date means the date the COFACE Agent notifies the Borrower and the Lenders of its receipt of all the documents set out in Schedule 1 (Conditions precedent documents) have been received in form and substance satisfactory to the COFACE Agent in accordance with Clause 2(c) (Amendments) of this Agreement.

Request Letter means the amendment and waiver request letter dated 24 May 2012 from the Borrower requesting certain waivers and amendments to the COFACE Facility Agreement.

Supplemental Finance Documents means this Agreement, the Amended COFACE Facility Agreement and the documents listed in paragraph (B) of Schedule 1 to this Agreement, to which the Borrower is a party.

1
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Capitalised terms defined in the COFACE Facility Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

1.2 Construction

The principles of construction set out in Clause 1.2 of the COFACE Facility Agreement will have effect as if set out in this Agreement.

2. Amendments

(a) Subject to paragraph (b) below, the COFACE Facility Agreement will be amended from the Effective Date so that it reads as if it were restated in the form set out in Schedule 2 (Restated COFACE Facility Agreement).

(b) The COFACE Agent must notify the Borrower and the Lenders of its receipt of all of the documents set out in Schedule 1 (Conditions precedent documents) as soon as reasonably practicable, except for the Borrower's confirmation to SpaceX set out in paragraph (G)(18) which will be provided immediately after such notification from the COFACE Agent.

(c) The COFACE Facility Agreement will not be amended in the manner contemplated by this Agreement unless the COFACE Agent receives all of the documents set out in Schedule 1 (Conditions precedent documents), including the condition precedent document set out in paragraph (G)(18) in form and substance satisfactory to the COFACE Agent. The COFACE Agent must notify the Borrower and the Lenders of its receipt of all such documents as soon as reasonably practicable.

3. Representations

3.1 Representations

The representations set out in this Clause are made by each Obligor on the date of this Agreement to each Finance Party.

3.2 Powers and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.

3.3 Legal validity

Subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement to which it is a party are legal, valid, binding and enforceable obligations.

3.4 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets or constitute a default of termination event (however described) under any such agreement or instrument where such circumstance has or is reasonably likely to have a Material Adverse Effect.

2
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.5 Authorisations

All authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Agreement have been obtained or effected (as appropriate) and are in full force and effect.

3.6 Governing law and enforcement

(a) Subject to the Legal Reservations, the choice of governing law of this Agreement will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations, any judgment obtained in relation to this Agreement will be recognised and enforced in its Relevant Jurisdictions.

3.7 Credit Agreement

Unless a representation and warranty set out in clause 20 (Representations) of the COFACE Facility Agreement is expressed to be given at a specific date, each Obligor makes the representations and warranties set out in clause 20 (Representations) of the COFACE Facility Agreement (other than the representations and warranties in clauses 20.14(a), (b) and (c) (Original Financial Statements) , 20.18 (Taxation) and 20.24 (Shares and Material Companies) of the COFACE Facility Agreement) on the date of this Agreement and on the Effective Date, in each case as if references to the COFACE Facility Agreement are references to the COFACE Facility Agreement, as amended and restated by this Agreement, with reference to the facts and circumstances then existing, provided that, in the case of those representations and warranties contained in clause 20.13 (No misleading information) of the COFACE Facility Agreement, such representations and warranties are made with respect to any information delivered under or in connection with this Agreement.

4. Fees

(a) The Borrower must on the date of this Agreement, pay to the COFACE Agent for the account of each Lender a fee computed at the rate of [***]% on that Lender's Commitment as at the date of this Agreement.

(b) The fee described in paragraph (a) above once paid is non-refundable and non-creditable against other fees payable in connection with the COFACE Facility Agreement.

5. Consents

Each Obligor:

(a) agrees to the amendment and restatement of the COFACE Facility Agreement as contemplated by this Agreement; and

(b) with effect from the Effective Date, confirms that any guarantee or security given by it or created under a Finance Document will:

(i) continue in full force and effect; and

3
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) extend to the liabilities and obligations of the Obligors to the Finance Parties under the Finance Documents as amended by this Agreement.

6. Waiver Request

(a) We refer to the Request Letter requesting the Majority Lenders to approve the exchange offer by the Parent to holders of its 13.6 million US$7.00 existing warrants (the Warrants) of up to approximately [***] new shares of its common stock in exchange for the Warrants as part of a cashless transaction (except for payment in cash by the Parent, in an amount not expected to exceed US$[***], to the Warrant holders in lieu of any fractional shares of the Parent's common stock that would otherwise be issued as consideration for the Warrants) (the Transaction). The Borrower has confirmed that the Transaction will not result in a Change of Control of the Parent.

(b) The Majority Lenders have reviewed the Request Letter and are pleased to confirm their approval of the Transaction and a waiver of the provisions set forth in Clause 20.23 (Share Capital) of the COFACE Facility Agreement solely to the extent necessary for the Parent to consummate the Transaction.

7. Miscellaneous

(a) Each of this Agreement and the Amended COFACE Facility Agreement is a Finance Document.

(b) Subject to the terms of this Agreement, the COFACE Facility Agreement will remain in full force and effect and, from the Effective Date, the COFACE Facility Agreement and this Agreement will be read and construed as one document.

(c) Each Finance Party reserves any other right or remedy it may have now or subsequently. This letter does not constitute a waiver of any right or remedy other than in relation to the specific waiver expressly given under this letter.

8. Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

9. Enforcement

9.1 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 9.1 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

4
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

9.2 Arbitration

(a) Notwithstanding the above terms of this Clause, if the COFACE Agent so elects in writing, any dispute, difference, claim or controversy arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (for the purposes of this Subclause, the Rules).

(b) The Rules are incorporated by reference into this Clause and capitalised terms used in this Clause which are not otherwise defined in this Agreement, have the meaning given to them in the Rules. Any requirement in the Rules to take account of the nationality of a person considered for appointment as an arbitrator shall be disapplied and a person shall be nominated or appointed as an arbitrator (including as Chairman) regardless of his or her nationality.

(c) The number of arbitrators shall be three. The parties agree that the London Court of International Arbitration shall appoint the Arbitral Tribunal without regard to any party's nomination.

(d) Each Obligor and each Finance Party:

(i) expressly agrees and consents to this procedure for nominating and appointing the Arbitral Tribunal; and

(ii) irrevocably and unconditionally waives any right to choose its own arbitrator.

(e) The seat, or legal place of arbitration, shall be London. The language used in the arbitral proceedings shall be English.

9.3 Waiver of trial by jury

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

5
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 1

Conditions precedent documents

(A) Corporate documentation

1. A copy of the constitutional documents of each Obligor (it being understood and agreed that the copies of the constitutional documents of any Obligor previously delivered to the COFACE Agent on or prior to the date of this Agreement shall not be required to be re-delivered pursuant to this paragraph (A)(1)).

2. A copy of a resolution of the board of directors or members (as applicable) of each Obligor:

(a) approving the terms of, and the transactions contemplated by, the Supplemental Finance Documents to which it is a party and resolving that it execute, deliver and perform the Supplemental Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Supplemental Finance Documents to which it is a party on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Supplemental Finance Documents to which it is a party; and

(d) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Supplemental Finance Documents to which it is a party.

3. A specimen of the signature of each person authorised on behalf of an Obligor to enter into the Supplemental Finance Documents to which it is a party or to sign or send any document or notice in connection with the Supplemental Finance Documents to which it is a party.

4. A certificate of an authorised officer of each Obligor certifying that:

(a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate, or if previously delivered to the COFACE Agent, a certification that such documents previously delivered to the COFACE Agent have not been amended, supplemented or otherwise modified (except for those amendments, modifications, waivers, supplements thereto for which true and complete copies have been provided to the COFACE Agent) and such documents previously delivered (together with any amendments, modifications, waivers or supplements thereto delivered to the COFACE Agent, if applicable) remain true and complete copies;

(b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Obligor relating to the matters set forth therein; and

(c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

6
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in this Schedule 1 provided to the COFACE Agent is true and complete in all material respects and, except in the case where only drafts of the documents specified in this Schedule 1 have been provided to the COFACE Agent, in full force and effect and has not been amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent).

6. Certificates of good standing in respect of each Obligor issued as of a date no earlier than 5 Business Days prior to the Effective Date by the Secretary of State or other appropriate official of such Obligor's jurisdiction of incorporation or organisation.

7. Evidence that the process agent of the Obligors under this Agreement governed by English law for service of process in England & Wales has accepted its appointment.

(B) Finance Documents

8. Originals of each of the following Finance Documents duly entered into by the parties thereto:

(a) this Agreement;

(b) the COFACE Consent; and

(c) each Transaction Security Document listed in section (C) (9 below.

(C) Transaction Security Documents

9. Originals of each of the following Transaction Security Documents duly entered into by the parties thereto:

(a) a pledge agreement over all of the membership interests in the Excluded Company held by the Borrower, executed by the Borrower and the Security Agent.

(b) delivery of all original share certificates and stock powers, executed in blank, pledged under paragraph 9(i) above (if any).

(D) Aireon System Documents

10. A copy of each Aireon System Document that has been executed by the parties thereto on or prior to the Effective Date and (ii) with respect to any Aireon System Document that has not yet been executed on or prior to the Effective Date, a copy of the latest draft of such Aireon System Document, to the extent available on or prior to the Effective Date.

11. A copy of the Aireon Equity Instrument, if any.

12. A copy of certificate of formation and membership agreement for the Excluded Company certified as true and correct copies of such documents by an authorized signatory of the Excluded Company.

13. A certificate of good standing in respect of the Excluded Company issued as of a date no earlier than 5 Business Days prior to the Effective Date by the Secretary of State of Delaware.

7
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(E) Opinions

14. A legal opinion of Allen & Overy LLP, Paris, legal advisers as to English law to the Finance Parties, addressed to the Finance Parties.

15. A legal opinion of Milbank Tweed Hadley & McCloy LLP, legal advisers in New York to the Obligors, addressed to the Finance Parties.

(F) Base Case

16. The Base Case.

(G) Other documents and evidence

17. The amendment no.2 to the SpaceX Launch Contract.

18. Evidence that the Borrower has confirmed to SpaceX that all conditions under article 22 of the SpaceX Launch Contract have been fulfilled.

19. Evidence that fees and expenses then due and payable by the Obligors under this Agreement have been paid.

20. The Technical Adviser's Quarterly Report delivered in Q2 2012, dated 23 May 2012, from the Technical Adviser.

21. A copy of any other authorisation or other document, opinion or assurance which the COFACE Agent (acting reasonably) has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Supplemental Finance Document or for the validity and enforceability of any Supplemental Finance Document.

8
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 2

Restated COFACE Facility Agreement

Execution Version

COFACE FACILITY AGREEMENT

DATED 4 OCTOBER 2010

and as amended on 1 August 2012

For

IRIDIUM SATELLITE LLC

arranged by

DEUTSCHE BANK AG (PARIS BRANCH)

BANCO SANTANDER SA

SOCIÉTÉ GÉNÉRALE

NATIXIS

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.

as Mandated Lead Arrangers and Bookrunners

and

BNP PARIBAS

CRÉDIT INDUSTRIEL ET COMMERCIAL

INTESA SANPAOLO S.p.A. (PARIS BRANCH)

UNICREDIT BANK AUSTRIA AG

as Lead Arrangers

with

SOCIÉTÉ GÉNÉRALE

as COFACE Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Security Agent and U.S. Collateral Agent

9
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Contents

Clause		Page
1.	Definitions and Interpretation	12
2.	The Facility	55
3.	Purpose	58
4.	Conditions of Utilisation	59
5.	Utilisation – Loans	60
6.	Repayment	62
7.	Illegality, Voluntary Prepayment and Cancellation	64
8.	Mandatory Prepayment	66
9.	Restrictions	69
10.	Interest	70
11.	Interest Periods	71
12.	Changes to the Calculation of Interest	72
13.	Fees	74
14.	Tax Gross Up and Indemnities	74
15.	Increased Costs	78
16.	Other Indemnities	79
17.	Mitigation by the Lenders	80
18.	Costs and Expenses	81
19.	Guarantee and Indemnity	82
20.	Representations	86
21.	Information Undertakings	94
22.	Financial Covenants	101
23.	General Undertakings	105
24.	Events of Default	120
25.	Changes to the Lenders	126
26.	Changes to the Obligors	131
27.	Role of the Administrative Parties	131
28.	Conduct of Business by the Finance Parties	138
29.	Sharing Among the Finance Parties	138
30.	Payment Mechanics	139
31.	Set-Off	142
32.	Notices	142
33.	Calculations and Certificates	145
34.	Partial Invalidity	145
35.	Remedies and Waivers	145
36.	Amendments and Waivers	145
37.	Confidentiality	147
38.	Counterparts	151
39.	Governing Law	151
40.	Enforcement	151
41.	Complete agreement	152
42.	USA Patriot Act	152

10
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule			Page
1.	The Original Parties		153
	Part 1	The Original Obligors	153
	Part 2	The Original Lenders	154
2.	Conditions Precedent		155
	Part 1	Conditions Precedent to Initial Utilisation	155
	Part 2	Conditions Precedent required to be delivered by an Additional Guarantor	159
3.	Requests and Notices		160
	Part 1	Form of Reimbursement Request	160
	Part 2	Form of Supplier's Confirmation	163
	Part 3	Form of Disbursement Request	165
	Part 4	Form of Supplier's Confirmation	167
4.	Form of Budget		169
5.	Form of Promissory Notes		174
6.	Form of Joint Interest Mandate		175
7.	Mandatory Cost Formula		178
8.	Form of Transfer Certificate		181
9.	Form of Assignment Agreement		184
10.	Form of Accession Deed		187
11.	Form of Resignation Letter		189
12.	Form of Compliance Certificate		190
13.	Form of Auditors' Report		192
14.	LMA Form of Confidentiality Undertaking		193
15.	Timetables		198
16.	Existing Guarantees		199
17.	Existing Liens		200
18.	Communications Licences		201
19.	Existing Financial Indebtedness		202
20.	Group Structure Chart		203
21.	Insurance		204
22.	Back-Up Launch Strategy		218
23.	Secondary Payload Heads of Terms		219
24.	Milestones		220
25.	Shares and Material Companies		221
26.	Form of Secondary Payload Status Report		222
27.	Existing Joint Ventures		223
28.	Security Agent		224
Signatories			230

11
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS AGREEMENT is dated 4 October 2010 and made

BETWEEN:

(1) IRIDIUM COMMUNICATIONS INC., a Delaware corporation (the Parent);

(2) IRIDIUM SATELLITE LLC, a Delaware limited liability company, as borrower (the Borrower);

(3) THE SUBSIDIARIES of the Parent listed in Part 1 of Schedule 1 as original guarantors (together with the Parent, the Original Guarantors);

(4) DEUTSCHE BANK AG (PARIS BRANCH), BANCO SANTANDER SA, SOCIÉTÉ GÉNÉRALE, NATIXIS, and MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A. as mandated lead arrangers and bookrunners (the Mandated Lead Arrangers and Bookrunners);

(5) BNP PARIBAS, CRÉDIT INDUSTRIEL ET COMMERCIAL, INTESA SANPAOLO S.p.A. (PARIS BRANCH) and UNICREDIT BANK AUSTRIA AG as lead arrangers (the Lead Arrangers);

(6) THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 as lenders (the Original Lenders);

(7) SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties (the COFACE Agent); and

(8) DEUTSCHE BANK TRUST COMPANY AMERICAS as security agent and trustee for the Secured Parties (in this capacity the Security Agent) and as agent for the Finance Parties under the Motorola Intercreditor Agreement (in this capacity the U.S. Collateral Agent).

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

Acceptable Bank means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(b) any other bank or financial institution approved by the COFACE Agent.

Acceptable Launch Insurance Proposal has the meaning given in Clause 8.3 (Launch Insurance Proceeds).

Accession Deed means a document substantially in the form set out in Schedule 10 (Form of Accession Deed).

Account Bank means the Security Agent in its capacity as account bank for the Finance Parties.

Accounting Principles means GAAP.

12
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Accounting Reference Date means 31 December of any given year.

Additional Cost Rate has the meaning given to it in Schedule 7 (Mandatory Cost Formula).

Additional Guarantor means any Material Company which becomes an Additional Guarantor in accordance with Clause 23.30 (Additional Guarantors and resignation of Guarantors).

Administrative Party means any Mandated Lead Arranger and Bookrunner, any Lead Arranger and any Agent.

Adviser means the Technical Adviser, the Insurance Adviser or any other adviser appointed under this Agreement.

Affiliate means, in relation to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person; and for purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a person shall mean the possession, direct or indirect, of the power to vote more than 50% of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such person or to direct or cause the direction of the management and policies of such person, whether through the ownership of such securities, by contract or otherwise.

Agent means the COFACE Agent, the Security Agent or the U.S. Collateral Agent.

Aireon Equity Injection means (i) an investment in an aggregate amount of no more than $12,500,000 (whether in cash, tangible or intangible property) in the Excluded Company made by any member of the NEXT Group, by way of an issuance of Aireon Equity Instruments by the Excluded Company to such member of the NEXT Group, (ii) any other investment in an aggregate amount of no more than $15,000,000 in the Excluded Company made by any member of the NEXT Group by way of issuance of Aireon Equity Instruments to such member of the NEXT Group, made with the proceeds of a Capital Raising specifically for that purpose and (iii) an investment in the Excluded Company made by any member of the NEXT Group, by way of issuance of Aireon Equity Instruments by the Excluded Company to such member of the NEXT Group in exchange for a corresponding value of no more than $[***] of Airtime Credits pursuant to and in accordance with the Airtime Credits Agreement.

Aireon Equity Instruments means equity-linked instruments, capital stock, shares or other equivalent instruments, subordinated debt or other securities issued by the Excluded Company to any member of the NEXT Group including any additional contribution made in respect of such instruments, subordinated debt or other securities, which are subject to Transaction Security (until disposed of in accordance with the terms of this Agreement) in favour of the Security Agent.

Aireon Investment Agreement means that certain investment agreement to be entered into among the Excluded Company, the Borrower and the other investors in the Excluded Company with respect to each of their investments in the Excluded Company.

Aireon Proceeds means all dividends, charges, fees, distributions or other proceeds received in cash by any member of the NEXT Group from time to time solely in respect of any Aireon Equity Instruments, including any Disposal Proceeds (in each case, after deducting any reasonable expenses incurred by any member of the NEXT Group in connection with such proceeds or Taxes paid or incurred by any member of the NEXT Group in connection with such proceeds or the ownership of such Aireon Equity Instruments).

Aireon System Debt means any Financial Indebtedness incurred by the Excluded Company in connection with the Aireon System Project (including any transaction incidental and in support of the Aireon System Project) provided that the provider of the Financial Indebtedness to the Excluded Company has (and has confirmed in writing to the Borrower and the COFACE Agent that it has) no recourse against any member of the NEXT Group or any of the NEXT Group's assets.

13
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Aireon System Document means:

(a) the Secondary Payload Contracts (including the hosting agreement, the data services agreement and the hosted payload operations center agreement) to be entered into between the Excluded Company and the Borrower;

(b) the management services contract to be entered into between the Excluded Company and the Borrower or any other NEXT Group member;

(c) the Airtime Credits Agreement;

(d) the Aireon Investment Agreement; and

(e) any agreement, document or instrument incidental to any of the documents listed in clauses (a) to (d) above and notified to the COFACE Agent by the Borrower.

Aireon System Project means the design, financing, construction, deployment and operation of a satellite-based global aviation monitoring system, which uses Automatic Dependent Surveillance-Broadcast technology for the purposes of providing secondary payload services in connection and compliance with the NEXT System.

Airtime Credit means a credit (valued at an arm’s-length rate) for airtime minutes, data fees, access fees or licensing fees with respect to services on Block One or the NEXT Constellation and associated ground infrastructure.

Airtime Credits Agreement means any agreement or arrangement entered into between the Excluded Company and any member of the NEXT Group pursuant to which such member of the NEXT Group has agreed, in exchange for Aireon Equity Instruments, to provide and make available to the Excluded Company from time to time Airtime Credits, in an aggregate amount of up to $[***], for application as discharge of the Aireon System Debt owed to Harris Corporation by the Excluded Company, provided that, under no circumstances will Harris Corporation have any recourse to any member of the NEXT Group or any of the NEXT Group's assets in respect of such Aireon System Debt.

Ancillary Cashflows means, for any Calculation Date, the aggregate (without double-counting) (adding (if positive) or deducting (if negative)) of:

(a) an amount equal to the aggregate of (i) the net cash proceeds from the exercise of the Existing Warrants received by the Parent, and (ii) all Excluded Capital Raising Proceeds (other than in respect of the Non Eligible Capital Raising) received by the Parent (or of a newly-formed subsidiary of the Parent which is not a shareholder of any member of the Group) and allocated for such purpose (and not previously utilised for any other purpose), in each case on or prior to that Calculation Date; and

(b) the difference (positive or negative) between:

(i) Cumulative Cashflow for that Calculation Date, and

(ii) the Cumulative Cashflow level in the Base Case for that Calculation Date (without taking into account any amounts of Capital Expenditure in respect of the Satellite Supply Contract, the Launch Services Contract or the Launch Insurance premia projected in the Base Case to be paid prior to such Calculation Date, but not actually paid, due to a delay or postponement under the Satellite Supply Contract, the Launch Services Contract or the Launch Insurance premia (as the case may be)); and

14
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) the difference (positive or negative) between:

(i) the cumulative Secondary Payload Cashflows received (directly or indirectly) by any Obligor on or prior to that Calculation Date, and

(ii) the cumulative level of Secondary Payload Cashflows in the Base Case at that Calculation Date,

(provided that the amount of any positive difference to be taken into account for any Calculation Date may not exceed the amount (if any) by which the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts as at that Calculation Date exceeds $[***] million).

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

Assignment Agreement means an agreement substantially in the form set out in Schedule 9 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

Auditors means one of PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG LLP or Deloitte & Touche LLP or any other firm approved in advance by the COFACE Agent (such approval not to be unreasonably withheld, conditioned or delayed).

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration (including each Communications Licence).

Authorization to Proceed means the Authorization to Proceed between the Borrower and TAS dated 1 June 2010.

Availability Period means the period from the Initial CP Satisfaction Date until the earlier of:

(a) the date falling 5 months after the In-Orbit Acceptance in respect of the [***] Satellite (as confirmed by the Technical Adviser); and

(b) the Longstop Availability Date.

Available Cash means, at any time, (i) cash in hand or at bank and (in the latter case) credited to an account with an Acceptable Bank in the name of a member of the NEXT Group and to which a member of the NEXT Group is alone (or together with other members of the NEXT Group) beneficially entitled and for so long as:

(a) that cash is repayable on demand within 10 days after the relevant date of calculation;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the NEXT Group or of any other person whatsoever or on the satisfaction of any other condition;

(c) there is no security over that cash except for liens granted or permitted under the Finance Documents or other security constituted by a netting or set-off arrangement entered into by members of the NEXT Group in the ordinary course of their banking arrangements; and

15
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) the cash is freely available to be applied in repayment or prepayment of the Facility as and when due and payable,

and (ii) Cash Equivalent Investments (and excluding, for the avoidance of doubt, any amounts standing to the credit of the Debt Service Reserve Account).

Available Commitment means, in relation to a Tranche, a Lender's Commitment under that Tranche minus (subject as set out below):

(a) its participation in any outstanding Utilisations under that Tranche; and

(b) in relation to any proposed Utilisation under that Tranche, its participation in any other Utilisations under that Tranche that are due to be made on or before the proposed Utilisation Date.

Available Cure Amount means, in respect of a Calculation Date:

(a) the amount of Ancillary Cashflows at such Calculation Date (without double counting and without giving effect to the Available Cure Amount in respect of the then current Calculation Date),

minus:

(b) in respect of each election by the Borrower to allocate the Available Cure Amount to a Relevant Financial Covenant in accordance with Clause 22.1(a)(iii) (22.1(a)(iii) (Capital Expenditure), (b)(i) (Consolidated Operational EBITDA) or (b)(ii) (Secondary Payload Cashflows), the aggregate of all amounts previously required to meet the relevant levels in the Base Case at each Calculation Date in respect of which the Borrower elected to allocate an Available Cure Amount to a Relevant Financial Covenant,

in each case, as certified in the relevant Compliance Certificate delivered in accordance with Clause 21.2 (Provision and contents of Compliance Certificate) (and provided, for the avoidance of doubt, that any Available Cure Amount or portion thereof that has been allocated to cure a Relevant Financial Covenant may not be allocated to cure another Relevant Financial Covenant);

provided, however, notwithstanding anything to the contrary herein, if at any time the calculation of the Available Cure Amount results in a negative number, the Available Cure Amount shall be deemed to equal zero.

Available Facility means the aggregate for the time being of each Lender's Available Commitment.

Average Call Establishment Rate means, at any time, an up to date [***] day average of the call establishment rate as measured by an autodialer located at the SNOC (in continuous operation) using [***] call attempts with a [***] second wait time between each successful call and where such call establishment rate is calculated by dividing (i) the number of Calls Connected by (ii) the number of Call Attempts.

The [***] day average will be measured based upon the previous [***] contiguous days. A complete data set, including each call record providing each Call Attempt and Call Connected for that [***] day period, if requested, will be supplied by the Borrower to the Technical Adviser. This data set may (or, if otherwise reasonably requested by the Borrower, shall) be reviewed by the Technical Adviser in order to identify and acknowledge any issues or incidents that are not indicative of the Iridium system performance (including but not limited to any power failures of the “Iridium Subscriber Unit” phone, anomalies attributable to autodialer resets, SNOC information technology issues and severe weather conditions) (any such issues or incidents, collectively, the Non-Iridium System Performance Issues). The Non-Iridium System Performance Issues will be removed from the data set upon the mutual concurrence of the Technical Adviser and the COFACE Agent (acting on the instructions of the Majority Lenders), in consultation with the Borrower.

16
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Base Case means the base case financial model for the NEXT System in an agreed form showing the projected operating results and cash flow for the period commencing on the Signing Date and ending on the Final Maturity Date, reviewed and approved by the Lenders prior to the Signing Date, as updated by the COFACE Agent within 10 Business Days after the Initial CP Satisfaction Date using the USD/EUR exchange rate confirmed to the COFACE Agent pursuant to paragraph 21 of Part 1 of Schedule 2 (Conditions Precedent) to give effect to the final USD value of the Satellite Supply Contract and notified to the Borrower and the Original Lenders, as further amended, reviewed and approved by the Lenders prior to the Effective Date.

Base Rate means:

(a) in respect of Tranche A, CIRR; and

(b) in respect of Tranche B, LIBOR.

Base Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the COFACE Agent at its request by the Base Reference Banks as the rate at which the relevant Base Reference Bank could borrow funds in the Relevant Interbank Market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Base Reference Banks means the principal London offices of Société Générale, Deutsche Bank AG and BNP Paribas or such other banks as may be appointed by the COFACE Agent in consultation with the Borrower.

Block One means the NEXT Group’s existing mobile satellite telecommunications system including a constellation of 66 satellites plus spares (at the date of this Agreement).

BOA Revenue Account means the Borrower's revenue account held with Bank of America with account number [***] into which the Borrower's main revenues are paid (and any replacement account of such account).

Boeing means The Boeing Company.

Boeing O&M Agreement means the amended and restated operations and maintenance agreement between ICLLC and Boeing dated 28 May 2010.

Borrower shall have the meaning given to it in the preamble hereto.

Break Costs means the amount (if any) by which:

(a) the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

17
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Budget means any budget delivered by the Borrower to the COFACE Agent pursuant to Clause 21.4 (Budget and Business Plan).

Business Acquisition means the acquisition or incorporation of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them).

Business Day means a day (other than a Saturday or Sunday) on which banks and trust institutions are open for general business in London, Paris and New York.

Business Plan means each Business Plan delivered by the Borrower to the COFACE Agent pursuant to Clause 21.4 (Budget and Business Plan).

Calculation Date means each 30 June and 31 December.

Calculation Period means each period of 12 months ending or commencing (as applicable) on each Calculation Date.

Call Attempts means the number of calls made by an autodialer located at the SNOC (using [***] calls with a [***] second wait time between each successful call) to dial a call to the Tempe Gateway digital answering system.

Calls Connected means the number of calls that have been “connected” and where “connected” is determined by (i) the Tempe Gateway digital answering system answering the call, (ii) the “Iridium Subscriber Unit” phone receiving an acknowledgment of the call connected from the Tempe Gateway digital answering system, and (iii) the autodialers receiving an acknowledgment of the call connected from the “Iridium Subscriber Unit” phone.

Capital Expenditure means any expenditure or obligation in respect of expenditure which, in accordance with the Accounting Principles, is treated as capital expenditure (which shall, for the avoidance of doubt, include NEXT Expenses and the Aireon Equity Injection made solely pursuant to clause (i) of the definition thereof, whether treated as capital expenditure or operational expenditure) and including the capital element of any expenditure or obligation incurred in connection with a Finance Lease, but excluding any capitalised interest.

Capital Raising means any capital increase, issue of equity-linked instruments (excluding the Existing Warrants), capital stock, shares or other equivalent instruments, subordinated debt or other securities by any member of the NEXT Group to any person other than a member of the Group.

Capital Raising Proceeds means the consideration receivable by any member of the NEXT Group for any Capital Raising made by any member of the NEXT Group after deducting any reasonable expenses which are incurred by any member of the NEXT Group with respect to that Capital Raising to persons who are not members of the Group.

Cash Available for Debt Service means, for each Calculation Period:

(a) Cashflow in respect of that Calculation Period;

plus:

(b) Available Cash on balance sheet on the first day of such Calculation Period.

18
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Cash Equivalent Investments means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investor Services Limited, and (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above; or

(e) any other debt security approved by the Majority Lenders,

in each case, denominated in Dollars and which can be turned into cash on not more than 30 days' notice and to which any Obligor is alone (or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the NEXT Group or subject to any Security (other than Security arising under the Transaction Security Documents).

Cashflow means, in respect of any Calculation Period, Consolidated Operational EBITDA for that Calculation Period after:

(a) adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Calculation Period;

(b) adding the amount of any cash receipts during that Calculation Period in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that Calculation Period by any member of the NEXT Group (in each case, to the extent not taken into account in paragraph (a) above);

(c) adding (to the extent not already taken into account in determining EBITDA) the amount of any dividends or other profit distributions received in cash by any member of the NEXT Group during that Calculation Period from any entity which is itself not a member of the NEXT Group and deducting (to the extent not already deducted in determining EBITDA) the amount of any dividends paid in cash during the Calculation Period to minority shareholders in members of the NEXT Group;

19
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) deducting:

(i) the amount of any Capital Expenditure actually made during that Calculation Period by any member of the NEXT Group (not including any amount of such Capital Expenditure financed with Utilisations under the Facility); and

(ii) the aggregate of any cash consideration paid for, or the cash cost of, any Business Acquisitions and the amount of any Joint Venture investments in cash,

except (in each case) to the extent funded from Relevant Proceeds; and

(e) deducting the amount of any other cash items during that Calculation Period to the extent not taken into account in establishing Consolidated Operational EBITDA (including, for the avoidance of doubt, any dividends or other distributions paid in cash by the Parent during that Calculation Period),

and so that no amount shall be added (or deducted) more than once.

Change of Control means:

(a) any "person" or "group" (within the meaning of Rule 13(d) of the Securities Exchange Act of 1934 and the related rules of the U.S. Securities and Exchange Commission) gains the right to direct or cause the direction of the management and policies of the Parent, whether through ownership of voting securities, by contract or otherwise; or

(b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any other "person" or "group" (within the meaning of Rule 13(d) of the Securities Exchange Act of 1934 and the related rules of the U.S. Securities and Exchange Commission), of equity interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests in the Parent; or

(c) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by persons who were neither (i) nominated by the board of directors of the Parent or a committee thereof nor (ii) appointed by directors so nominated; or

(d) except to the extent otherwise required by applicable law (or pursuant to local requirements in the ordinary course of business) in the case of a Local Partner Entity, the Parent ceases to own, directly or indirectly, 100% of the equity interests and voting rights in each Obligor.

For the purposes of this definition, equity interests means shares of capital stock, partnership interests, membership interests in a corporation, partnership or limited liability company, beneficial interests in a trust or other equity ownership interests in a person, and any warrants, options or other rights entitling the holder to purchase or acquire any such equity interest.

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

CIRR means 3.56 (three point five six) per cent. per annum, being the commercial interest reference rate determined according to articles 15 to 17 of the OECD Arrangement on Guidelines for Officially Supported Export Credits and notified by COFACE to the COFACE Agent.

Code means the United States Internal Revenue Code of 1986, as amended.

20
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

COFACE means the Compagnie Française d’Assurance pour le Commerce Extérieur, a French société anonyme with a share capital of one hundred and eighteen million three hundred and six thousand and fifty-six Euros and ninety-nine cents (€118,306,056.99), whose registered office is at La Défense, 10-12 Cours Michelet, 92800, Puteaux, France and which is registered with the Registre du Commerce et des Societés of Nanterre under number 552 069 791.

COFACE Agent shall have meaning given to it in the preamble hereto.

COFACE Eligible Content means the part of the Satellite Supply Contract and the Authorization to Proceed which is eligible for cover under the COFACE Insurance Policy and is therefore recognised as being eligible by the French Authorities to be financed by this Agreement.

COFACE Insurance Policy means the export credit insurance policy granted by COFACE in favour of the Lenders covering 95 per cent. of the commercial and political risk in respect of the Facility, executed by COFACE, the COFACE Agent and the Original Lenders and delivered pursuant to ‎Schedule 2 (Conditions Precedent).

COFACE Premium means the premium payable to COFACE pursuant to the COFACE Insurance Policy.

COFACE Premium Letter means the letter dated on or around the date of this Agreement from the COFACE Agent to the Borrower setting out the amount of the COFACE Premium and the COFACE Premium Percentage.

COFACE Premium Percentage has the meaning given to that term in Clause 2.5 (COFACE Premium).

COFACE Premium Proportional Amount has the meaning given to that term in Clause 2.5 (COFACE Premium).

Commitment means a Tranche A Commitment or a Tranche B Commitment.

Communications Act means the United States Communications Act of 1934 (47 U.S.C. 151, et seq.).

Communications Licences means all Material Communications Licences and any other licences, permits, authorisations or certificates (including those for special temporary authority under the Communications Act) to construct, own, operate or promote the telecommunications business of the NEXT Group (including, without limitation, the launch and operation of Satellites and the operation of Gateways) as granted by the FCC (and any other Governmental Authority), and all extensions, additions and renewals thereto or thereof.

Compliance Certificate means a certificate substantially in the form set out in Schedule 12 (Form of Compliance Certificate).

Confidential Information means all information relating to the Parent, any Obligor, the Group, the NEXT System, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of the Group, or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

21
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 14 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the COFACE Agent.

Consolidated EBITDA means, in relation to a Calculation Period, EBIT for that Calculation Period after adding back any depreciation and amortisation and taking no account of any charge for impairment or any reversal of any previous impairment charge made in the period.

Consolidated Operational EBITDA means Consolidated EBITDA excluding NEXT Expenses and any Aireon Equity Injection, stock-based compensation expenses, transaction expenses associated with the acquisition by the Parent of Iridium Holdings LLC, impact of purchase accounting adjustments, change in the fair value of warrants, and other standard non-cash items determined in accordance with the Accounting Principles.

Contract Amount means the total amount payable by the Borrower in Dollars to the Supplier under the Satellite Supply Contract (including, for the avoidance of doubt, amounts payable under the Authorization to Proceed) (being an amount in aggregate of up to $2,297,529,385, where the final amount shall be calculated using the USD/EUR exchange rate confirmed to the COFACE Agent pursuant to paragraph 21 of Schedule 2 (Conditions Precedent) and notified by the COFACE Agent to the Original Lenders within 10 Business Days after the Initial CP Satisfaction Date).

Cumulative Cashflow means, at any Calculation Date, the aggregate (without double-counting) of all Cashflow for each Calculation Period ending on or prior to that Calculation Date.

Current Assets means amounts reported as such in the NEXT Group Other Financial Information accompanying the financial statements delivered pursuant to Clause 21.1 (Financial statements) but excluding amounts in respect of:

(a) Exceptional Items and other non-operating items;

(b) insurance claims to the extent relating to non-current assets; and

(c) any interest owing to any member of the NEXT Group.

Current Liabilities means amounts reported as such in the NEXT Group Other Financial Information accompanying the financial statements delivered pursuant to Clause 21.1 (Financial statements) but excluding amounts in respect of:

(a) liabilities for Financial Indebtedness and Finance Charges;

22
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Exceptional Items and other non-operating items;

(c) liabilities to the extent covered by insurance claims; and

(d) liabilities in relation to dividends declared but not paid by the Parent or by a member of the NEXT Group in favour of a person which is not a member of the NEXT Group.

Debt Service means, in respect of any Calculation Period, the aggregate of:

(a) Finance Charges for that Calculation Period;

(b) the aggregate of all scheduled repayments of Financial Indebtedness falling due during that Calculation Period but excluding:

(i) any amounts falling due under any overdraft or revolving facility and which were available for simultaneous redrawing according to the terms of that facility;

(ii) any such obligations owed to any member of the NEXT Group; and

(c) the amount of the capital element of any payments in respect of that Calculation Period payable under any Finance Lease entered into by any member of the NEXT Group,

and so that no amount shall be included more than once.

Debt Service Cover Ratio or DSCR means, in respect of a Calculation Period ending on a Calculation Date, the ratio of:

(a) Cash Available for Debt Service in respect of that Calculation Period;

to

(b) Debt Service falling due in that Calculation Period.

Debt Service Reserve Account means the non-interest-bearing account designated as such:

(a) held by the Borrower with the Account Bank;

(b) subject to Security in favour of the Security Agent which Security is in form and substance satisfactory to the COFACE Agent and Security Agent; and

(c) from which no withdrawals may be made by any members of the NEXT Group except as contemplated by this Agreement,

(as the same may be redesignated, substituted or replaced from time to time).

Debt to Equity Ratio means, in respect of a Calculation Period, the ratio of Total Net Debt to the aggregate of Total Net Debt and Shareholders' Equity, as reported in the consolidated balance sheet of the Parent delivered pursuant to Clause 21.1 (Financial statements) on the last day of that Calculation Period.

Default means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

23
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent or the U.S. Collateral Agent.

Delisting means the Parent ceasing to have all of its common stock listed on the NASDAQ, the New York Stock Exchange or any successor thereof.

Disbursement Request means a disbursement request signed by the Borrower, substantially in the form set out in Part 3 of Schedule 3 (Requests and Notices).

Disposal means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

Disposal Proceeds means the consideration receivable by any member of the NEXT Group for the Disposal of Aireon Equity Instruments made by any member of the NEXT Group to persons who are not members of the NEXT Group.

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dollars, $ or U.S. Dollars means the lawful currency of the United States.

Down Payment means, in relation to any Utilisation, the first fifteen per cent. (15%) of the aggregate amount payable by the Borrower to the Supplier pursuant to the invoices under the Satellite Supply Contract or the Authorization to Proceed which are to be financed (or, in the case of the Authorization to Proceed, of which the reimbursement to the Borrower is to be financed) with that Utilisation.

EBIT means, in respect of any Calculation Period, the consolidated operating profit from continuing operations of the NEXT Group as reported in the NEXT Group Other Financial Information accompanying the financial statements delivered pursuant to Clause 21.1 (Financial statements):

(a) before deducting any income tax provision or adding any income tax benefit;

(b) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the NEXT Group (calculated on a consolidated basis) in respect of that Calculation Period;

24
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) not including any amount of Secondary Payload Cashflows;

(d) not including any interest expense during that Calculation Period owing to any member of the NEXT Group;

(e) before taking into account any Exceptional Items;

(f) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the NEXT Group which is attributable to minority interests;

(g) (after deducting the amount of any profit of any Joint Venture to the extent that the amount of the profit included in the financial statements delivered pursuant to Clause 21.1 (Financial statements) exceeds the amount actually received in cash by members of the NEXT Group through distributions by the Joint Venture); and

(h) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after the date as at which the latest financial statements of the Group were prepared,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the NEXT Group before taxation.

Effective Date has the meaning ascribed thereto in the Supplemental Agreement.

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including, without limitation, land under water).

Environmental Claim means any claim, action, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

Environmental Law means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

Environmental Permits means any permit and other Authorisation and the filing of any notification, registration, report or assessment required under any Environmental Law for the operation of the business of any member of the NEXT Group conducted on or from the properties owned or used by any member of the NEXT Group.

ERISA means the United States Employee Retirement Income Security Act of 1974.

25
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ERISA Affiliate means any person treated as a single employer with any Obligor for the purpose of section 414 of the Code.

European Economic Area means the member states of the European Union together with Iceland, Norway and Liechtenstein.

Event of Default means any event or circumstance specified as such in Clause 24 (Events of Default).

Exceptional Items means extraordinary items as defined by the Accounting Principles and reported as such in the consolidated statement of operations of the Parent delivered pursuant to Clause 21.1 (Financial statements) and those items arising on:

(a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b) disposals, revaluations or impairment of non-current assets; and

(c) disposals of assets associated with discontinued operations.

Excess Launch Insurance Proceeds has the meaning given in Clause 8.3 (Launch Insurance Proceeds).

Excluded Capital Raising Proceeds means:

(a) at any time prior to the Repayment Period, any Capital Raising Proceeds in respect of a Capital Raising by the Parent (or of a newly-formed subsidiary of the Parent which is not a shareholder of any member of the Group); and

(b) at any time during the Repayment Period, Capital Raising Proceeds in respect of a Capital Raising by the Parent (or of a newly-formed subsidiary of the Parent which is not a shareholder of any member of the Group) which (i) the Borrower notifies the COFACE Agent it is committed to apply and are applied within 12 months of receipt in payment of Capital Expenditure in respect of the NEXT System, or (ii) which the Borrower elects to allocate to a Relevant Financial Covenant in accordance with Clause 22.1(a)(iii) (Capital Expenditure), (b)(i) (Consolidated Operational EBITDA) or (b)(ii) (Secondary Payload Cashflows).

Excluded Company means Aireon LLC, a Delaware limited liability company, and any successor entity thereto, provided that it is and remains at all times:

(a) a Ring Fenced Company and does not own by itself or together with any member of the NEXT Group any Subsidiaries;

(b) a bankruptcy remote, single purpose vehicle whose sole business comprises the Aireon System Project and any transaction incidental to and in support of such project; and

(c) has no Financial Indebtedness other than the Aireon System Debt.

Excluded Insurance Proceeds means (i) any Launch Insurance Proceeds, and (ii) any other Insurance Proceeds which the Borrower notifies the COFACE Agent it is committed to apply:

(a) to meet a third party claim;

(b) to cover operating losses in respect of which the relevant insurance claim was made; or

26
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) in the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made,

in each case as soon as possible (but in any event within 12 months, or such longer period as the Majority Lenders may agree) after receipt.

Existing Warrants means the Parent's 13.6 million of $7.00 warrants and 14.4 million of $11.50 warrants exercisable until February 2013 and February 2015, respectively, with ticker symbols IRDMW and IRDMZ.

Expropriation means any seizure, expropriation, nationalisation, intervention or other similar action by or on behalf of any Governmental Authority or other person in relation to any Obligor or Material Company or any of its assets, or the nationalisation, confiscation or requisitioning of all or any part of the assets comprising the NEXT System.

Expropriation Proceeds means all value (whether in the form of money, securities, property or otherwise) paid by any Governmental Authority or other person to any member of NEXT Group as compensation for or in respect of an Expropriation.

External Local Partner shall have the meaning given to it in the definition of Local Partner Entity.

Facility means the term loan facility made available under this Agreement in two Tranches as described in Clause 2.1 (The Facility).

Facility Office means:

(a) in respect of a Lender, the office or offices notified by that Lender to the COFACE Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

FCC means the United States Federal Communications Commission.

FCC Licenses means any authorisation, order, license or permit issued by the FCC.

Fee Letter means:

(a) any letter or letters dated on or about the date of this Agreement between any Administrative Party and the Borrower) setting out any of the fees referred to in Clause 13 (Fees); and

(b) any agreement setting out fees payable to a Finance Party under any other Finance Document.

Final Maturity Date means the date falling 7 years after the Starting Point of Repayment.

Finance Charges means, for any Calculation Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Financial Indebtedness whether paid or payable by any member of the NEXT Group (calculated on a consolidated basis) in respect of that Calculation Period:

(a) including any upfront fees or costs;

27
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) including the interest (but not the capital) element of payments in respect of Finance Leases;

(c) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the NEXT Group under any interest rate hedging arrangement; and

(d) taking no account of any unrealised gains or losses on any derivative instruments other than any derivative instruments which are accounted for on a hedge accounting basis,

and so that no amount shall be added (or deducted) more than once.

Finance Document means:

(a) this Agreement;

(b) any Accession Deed;

(c) any Fee Letter;

(d) any Subordination Agreement;

(e) any Resignation Letter;

(f) the Motorola Intercreditor Agreement;

(g) the COFACE Insurance Policy;

(h) the COFACE Premium Letter;

(i) any Promissory Note;

(j) any Transaction Security Document;

and any other document designated as a "Finance Document" by the COFACE Agent and the Borrower.

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

Finance Party means an Administrative Party or a Lender.

Financial Covenant means each of the covenants set out in Clause 22.1 (Financial condition).

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

28
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a member of the NEXT Group which liability would fall within one of the other paragraphs of this definition;

(h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Final Maturity Date or are otherwise classified as Financial Indebtedness under the Accounting Principles);

(i) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

(j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as Financial Indebtedness under the Accounting Principles; and

(k) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Group ending on or about 31 December in each year.

First Repayment Date means the date falling six (6) months after the Starting Point of Repayment.

First Utilisation Date means the date on which the first Loan under the Facility is made by the Lenders to the Borrower.

French Authority means:

(a) the Direction générale du Trésor et de la politique économique of the French Ministry of Economy and Finance, any successors thereto, and

(b) any legislative, administrative or other governmental agency, department, commission, board, bureau or any other regulatory authority or, instrumentality thereof and any governmental authorities of the Republic of France having jurisdiction over and responsibility for the provision, management or regulation of their terms, conditions and issuance of export credits in or for the Republic of France including, inter alia, such entities to whom authority in respect of extension or administration of export financing matters have been delegated.

29
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

GAAP means generally accepted accounting principles in the United States of America as in effect from time to time.

Gateway means any earth station (gateway) licenced for operation by the FCC or by a Governmental Authority outside the United States that performs or is predominantly used for voice or data call processing operations, connecting subscriber communications to the public switched telephone network, supporting subscriber billing or information functions and is owned and operated by a member of the NEXT Group (and excluding, for the avoidance of doubt, any facilities used solely for telemetry, tracking and command).

Good Faith Contest means, with respect to the payment of Taxes or any related claims or liabilities by any person, the satisfaction of each of the following conditions: (i) the validity, timing or amount thereof is being diligently contested in good faith by such person by appropriate proceedings timely instituted, (ii) in the case of Taxes or related claims and liabilities of the Borrower, the Borrower has established adequate cash reserves with respect to the contested items in accordance with the Accounting Principles applicable to it, and (iii) such contest or proceedings and any resultant failure to pay or discharge the claimed or assessed amount do not and would not otherwise reasonably be expected to result in a Material Adverse Effect.

Government Revenue Contract means that certain Airtime Contract, dated as of March 31, 2008, by and between Iridium Government Services LLC and the Defense Information Systems Agency, as such contract may have been amended, amended and restated, supplemented or otherwise modified from time to time.

Governmental Authority means any agency, authority, central bank, court, department, government, legislature, minister, ministry, official or public person (whether autonomous or not and whether or not local or regional) of, or of the government of, any state or supranational organisation.

Group means the Parent and each of its Subsidiaries from time to time.

Group Structure Chart means the group structure chart as set out in Schedule 20 (Group Structure Chart).

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 23.30 (Additional Guarantors and resignation of Guarantors).

ICLLC means Iridium Constellation LLC, a Delaware limited liability company.

IDC means the IDC Component interest capitalised during construction in accordance with Clause 10.3 (Capitalisation during construction).

IDC Component means:

(a) in respect of Tranche A, CIRR; and

(b) in respect of Tranche B, the sum of LIBOR plus 0.55 per cent. per annum.

Indemnification Contract means that certain Indemnification Contract, dated as of December 5, 2000, by and among the Borrower, Boeing, Motorola and the United States.

30
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Independent Director means a director of the Excluded Company, whose vote is separate and independent from that of any board member of the NEXT Group members and whose vote is needed before the filing of any insolvency, reorganization case or proceeding to consolidate or merge the Excluded Company with or into any member of the NEXT Group or sell all or substantially all of its assets or to institute proceedings under any applicable insolvency law or to have the Excluded Company be adjudicated bankrupt or insolvent, to seek any relief under any law relating to relief from debts or the protection of debtors, or consent to the filing or the institution of bankruptcy or insolvency proceedings against the Excluded Company or file a petition seeking, or consent to, reorganization or relief with respect to the Excluded Company under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian (or other similar official) of or for the Excluded Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Excluded Company, or admit in writing the Excluded Company's inability to pay its debts generally as they become due, or take action in furtherance of any of the foregoing.

In-Orbit Acceptance means, with respect to a Satellite, the acceptance of that Satellite (including, for the avoidance of doubt, any provisional qualified acceptance of that Satellite, but not including any deemed acceptance resulting from the loss or constructive loss of that Satellite on or after the launch thereof) in orbit by the Borrower in accordance with the Satellite Supply Contract has occurred.

Initial CP Satisfaction Date means the date on which the COFACE Agent gives the notification under Clause 4.1.

Insurance means the insurance cover effected or maintained by the Borrower pursuant to Schedule 21 (Insurance).

Insurance Adviser means Jardine Lloyd Thompson Ltd or any replacement thereof.

Insurance Proceeds means the proceeds of any insurance claim under any insurance maintained by any member of the NEXT Group and after deducting any reasonable expenses in relation to that claim which are incurred by any member of the NEXT Group to persons who are not members of the NEXT Group.

Intellectual Property means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the NEXT Group (which may now or in the future subsist).

Interest Payment Date means:

(a) prior to the date falling six months after the Starting Point of Repayment (being the First Repayment Date), each date falling at six (6) month intervals from the First Utilisation Date; and

(b) the First Repayment Date; and

(c) after the First Repayment Date, each date falling at six (6) month intervals from the First Repayment Date.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

Iridium Group Partner shall have the meaning given to it in the definition of Local Partner Entity.

31
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IRS means the United States Internal Revenue Service.

Joint Interest Mandate means the mandate granted by the Borrower to the COFACE Agent substantially in the form set out in Schedule 6 (Form of Joint Interest Mandate).

Joint Venture means any joint venture entity that is not a Subsidiary of any member of the NEXT Group, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in which any member or members of the NEXT Group controls or owns less than or equal to 50% of voting rights or share capital.

Key Assets means assets which are necessary and required in order to carry out the business and operations of the NEXT Group as a whole in all material respects in accordance with the Base Case (including, for the avoidance of doubt, subject to the restrictions set forth in Clause 23.30 (Additional Guarantors and resignation of Guarantors), all equity interests in each Material Company).

Launch Insurance means the insurance to be procured by the Borrower and/or any other Obligors in respect of claims relating to the launch of the Satellites as and to the extent set out in Schedule 21 (Insurance).

Launch Insurance Proceeds means the proceeds of any insurance claim under any Launch Insurance maintained by any member of the NEXT Group after deducting any reasonable expenses in relation to that claim which are incurred by any member of the NEXT Group to persons who are not members of the NEXT Group.

Launch Services Contract means:

(a) the SpaceX Launch Contract; and

(b) any other launch services contract with an alternative launch services provider (including any committed fixed price proposal and/or any option in respect of such launch services contract) to be provided or entered into pursuant to Schedule 22 (Back-Up Launch Strategy).

Launch Services Provider means SpaceX or any other launch services provider party to a Launch Services Contract.

Lead Arrangers shall have the meaning given to it in the preamble hereto.

Legal Opinion means any legal opinion delivered to the COFACE Agent under Clause 4.1 (Initial conditions precedent).

Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d) any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

32
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Lender means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

Lenders’ Environmental and Social Policies and Guidelines means the International Finance Corporation's Performance Standards on Environmental and Social Sustainability, dated April 30, 2006 (other than Performance Standard 1 - Social Impact and Environmental Assessment and Management Systems specified therein), that are applicable to the NEXT Group and which are valid and in force as at the Signing Date and required by the Lenders.

Leverage means, in respect of any Calculation Period, the ratio of Total Net Debt on the last day of that Calculation Period to Consolidated Operational EBITDA in respect of that Calculation Period.

LIBOR means, in relation to any Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or Interest Period of that Loan) the Base Reference Bank Rate,

as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan, provided that, if the period from the beginning of the Interest Period or from the date of Utilisation until the end of the Interest Period is:

(i) a period shorter than one (1) Month, the reference shall be one (1) Month; or

(ii) a period longer than one (1) Month and which does not correspond to an exact number of Months, the relevant rate shall be determined by using a linear interpolation of the LIBOR according to usual practice in the international monetary market.

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

LMA means the Loan Market Association.

Loan means a Tranche A Loan or a Tranche B Loan.

Local Partner Entity means a Subsidiary of, or a Joint Venture with, a member of the NEXT Group (the Iridium Group Partner) where such Subsidiary or Joint Venture is organised or carrying on business in a jurisdiction where applicable law (or local requirements in the ordinary course of business) requires a proportion of the ownership interests and/or control of such Subsidiary or Joint Venture to be held by a person or persons (each an External Local Partner) resident, domiciled or incorporated (or the equivalent) in that jurisdiction.

Lock-Up Period means any period after NEXT System Completion during which:

(a) the DSCR for either of the last two Calculation Periods (as set out in the two most recent Compliance Certificates) is less than [***] (or would be less than [***] based on a pro forma calculation taking into account the proposed dividend or distribution in the determination of Cash Available for Debt Service); or

33
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Leverage (as set out in the most recent Compliance Certificate) is greater than [***] (or would be greater than [***] based on a pro forma calculation taking into account the proposed dividend or distribution); or

(c) the amount standing to the credit of the Debt Service Reserve Account is less than the Required DSRA Balance; or

(d) the Average Call Establishment Rate is below [***] per cent.

Longstop Availability Date means [***].

Majority Lenders means a Lender or Lenders whose Commitments (drawn and undrawn) aggregate more than 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior to that reduction).

Mandated Lead Arrangers and Bookrunners shall have meaning given to it in the preamble hereto.

Mandatory Cost means the percentage rate per annum calculated by the COFACE Agent in accordance with Schedule 7 (Mandatory Cost Formula).

Mandatory Prepayment Account means the non-interest-bearing account:

(a) held by the Borrower with the Account Bank;

(b) subject to Security in favour of the Security Agent which Security is in form and substance satisfactory to the COFACE Agent and Security Agent; and

(c) from which no withdrawals may be made by any members of the Group except as contemplated by this Agreement,

(as the same may be redesignated, substituted or replaced from time to time).

Margin means:

(a) in relation to Tranche A, 1.40 (one point four zero) per cent. per annum; and

(b) in relation to Tranche B, 1.95 (one point nine five) per cent. per annum.

Material Adverse Effect means a material adverse effect on:

(a) the business, operations, property, liabilities or financial condition of (i) the Borrower, or (ii) the Obligors or the NEXT Group taken as a whole;

(b) the economic or technical viability of the NEXT System;

(c) the ability of any member of the NEXT Group to perform or comply with any material obligation under any NEXT System Document to which it is party;

(d) the ability of any Obligor to perform or comply with its payment or other material obligations under any Finance Document;

(e) the validity or enforceability of, or the material rights or remedies of the Finance Parties under any relevant Finance Document; or

34
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) the validity, priority or enforceability of any security created purported to be created by the Transaction Security Documents.

Material Communications Licence means (i) the FCC space station authorisation granted to Motorola Satellite Communications Inc. on 31 January 1995 and assigned to the Borrower (including, for the avoidance of doubt, any renewal or replacement thereof), (ii) each Communications Licence in respect of any Gateway and (iii) any other Communications Licence where the loss, revocation, modification, non-renewal, suspension or termination of such Communications Licence has or could reasonably be expected to have a Material Adverse Effect (and including, for the avoidance of doubt, each of the licences set forth on Schedule 18 (Communications Licences)).

Material Company means, at any time:

(a) a member of the NEXT Group that holds shares in an Obligor or one or more Material Communications Licences or Key Assets; or

(b) a Subsidiary, other than the Excluded Company, of the Parent which has earnings before interest, tax, depreciation and amortisation calculated on the same basis as Consolidated EBITDA representing 5% or more of Consolidated EBITDA, or has gross assets, net assets or turnover (excluding intra-group items) representing 5%, or more of the gross assets, net assets or turnover of the Group, calculated on a consolidated basis.

Compliance with the conditions set out in paragraph (b) shall be determined by reference to the most recent Compliance Certificate supplied by the Borrower and/or the latest audited consolidated financial statements of the Group (including the Other Financial Information prepared in connection therewith). However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be adjusted to give pro forma effect to the acquisition of that Subsidiary (that adjustment being certified by an authorized officer of the Borrower as representing an accurate reflection of the revised Consolidated EBITDA, gross assets, net assets or turnover of the NEXT Group).

If there is a dispute as to whether a Subsidiary is or is not a Material Company, a determination by the COFACE Agent (acting reasonably) shall, in the absence of manifest error, be conclusive and binding on all Parties.

Material NEXT System Documents means:

(a) the Satellite Supply Contract and the Authorization to Proceed;

(b) any Launch Services Contract;

(c) the Boeing O&M Agreement;

(d) the NEXT Support Services Agreement;

(e) the Motorola Settlement and Release;

(f) the Motorola IP Rights Agreement; and

(g) any Re-Launch Contract.

Material Transaction Party means:

(a) the Supplier; and

35
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) each Launch Services Provider.

Milestone means each milestone set out in Schedule 24 (Milestones).

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

Motorola means Motorola, Inc.

Motorola Intercreditor Agreement means that certain priority and collateral agency agreement dated as of 30 September 2010 by and among the Borrower, Motorola and the U.S. Collateral Agent, and to which the COFACE Agent (on behalf of the Lenders) is to accede as a party.

Motorola IP Rights Agreement means the Intellectual Property Rights Agreement between the Borrower and Motorola dated 11 December 2000 (including as amended by that certain System Intellectual Property Rights Amendment and Agreement, dated as of 30 September 2010, by and between Motorola and the Borrower).

Motorola Settlement Agreements means:

(a) that certain Settlement Agreement and Mutual Release, dated as of 30 September 2010, by and among Motorola, the Borrower, Iridium Holdings LLC and the Parent (the Motorola Settlement and Release);

(b) that certain Supplemental Subscriber Equipment Technology Amendment and Agreement, dated as of 30 September 2010, by and between Motorola and the Borrower; and

(c) the Transition Services Agreement.

NEXT Constellation means the LEO constellation of 66 Satellites and 6 in-orbit spare Satellites to be procured and launched under the NEXT System Documents and the 9 ground spare Satellites to be procured under the NEXT System Documents.

NEXT Expenses means expenses incurred in connection with the development, procurement, financing and launch of the NEXT System which are treated as capital expenditure under and in accordance with the Base Case, regardless of treatment as a capital expenditure or an operational expenditure pursuant to the Accounting Principles.

NEXT Group means the Parent and each of its Subsidiaries from time to time excluding the Excluded Company.

NEXT Group Other Financial Information shall have the meaning given to it in paragraph (a) of Clause 21.1 (Financial statements).

36
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

NEXT Support Services Agreement means that certain agreement, dated as of 28 May 2010, by and between the Borrower and Boeing relating to the operations and maintenance of the NEXT Constellation.

NEXT System means the development, procurement, launch and operation of the NEXT Constellation and associated ground infrastructure.

NEXT System Completion means:

(a) the In-Orbit Acceptance of [***] Satellites under the Satellite Supply Contract has occurred; and

(b) all costs and expenses (identified in the Base Case) incurred or payable by the NEXT Group in implementing the NEXT System that are then due and owing under the Satellite Supply Contract and the Launch Services Contract have been paid.

NEXT System Completion Longstop Date means [***].

NEXT System Documents means:

(a) each Material NEXT System Document;

(b) the Motorola Settlement Agreements;

(c) each Gateway and/or TTAC ground station operation and maintenance agreement;

(d) each Secondary Payload Contract;

(e) the Aireon System Documents; and

(f) any other material contract, licence or authorisation entered into by any member of the NEXT Group in respect of the NEXT System and designated as such by the Borrower and the COFACE Agent.

Non Eligible Capital Raising means:

(a) the Permitted PIYC Capital Raising; and

(b) any other Capital Raising, the proceeds of which are invested in the Excluded Company (for the avoidance of doubt, this will include any investment described in paragraph (i) and (ii) of the definition of Aireon Equity Injection).

Obligor means the Borrower or a Guarantor.

OECD Common Approaches means the OECD Revised Council Recommendation on Common Approaches on the Environment and Officially Supported Export Credits (TAD/ECG (2007) 9) dated 12 June 2007.

Original Financial Statements means the Parent’s audited financial statements for its Financial Year ended 31 December 2009.

Original Guarantors shall have meaning given to it in the preamble hereto.

Original Lenders shall have meaning given to it in the preamble hereto.

37
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Original Obligor means the Borrower or an Original Guarantor.

Other Financial Information shall have the meaning given to it in paragraph (a) of Clause 21.1 (Financial statements).

Participating Member State means any member state of the European Communities that adopts or had adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

Party means a party to this Agreement.

Permitted Acquisition/Investment means:

(a) acquisitions of assets, inventory/stock in trade, investments in debt securities or money market funds or other similar instruments for cash management purposes and the holding of investments in Subsidiaries and Permitted Joint Ventures in existence on the Signing Date, in each case in the ordinary course of business;

(b) the incorporation or formation of a company, corporation, partnership or other similar entity (in each case with limited liability) which on incorporation or formation is wholly-owned by a member of the Group; and

(c) an acquisition of (i) at least 50% of the ownership interests of a company, corporation, partnership or other similar entity (in each case with limited liability), or (ii) a Permitted Joint Venture, or (iii) a business or undertaking carried on as a going concern where:

(i) no Default is continuing on the closing date for the acquisition/investment or would occur as a result of the acquisition/investment; and

(ii) the company, corporation, partnership or other similar entity, business or undertaking is:

(A) cash-flow positive (or, if the EBITDA of the company, business or undertaking is negative, the aggregate negative EBITDA of all such acquired companies, businesses or undertakings does not exceed $2,000,000 on the date of acquisition); and

(B) (if acquired prior to NEXT System Completion) free of debt; and

(C) engaged in a Permitted Business or a component thereof;

(iii) the consideration (including associated costs and expenses for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company, corporation, partnership or other similar entity (or any such business)) at the date of acquisition (when aggregated with the consideration for any other Permitted Acquisition/Investment) does not exceed in aggregate:

(A) $[***] or its equivalent in any Financial Year of the Parent prior to NEXT System Completion; or

(B) $[***] or its equivalent in total (excluding acquisitions/investments made after NEXT System Completion and funded with proceeds of share issues by the Parent in an aggregate amount not exceeding $[***]; and

38
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(iv) based on a pro forma calculation taking into account the proposed acquisition, the Financial Covenants would be complied with for the following 12-month period (taking into account any reasonably expected synergies); and

(d) the incorporation or formation of the Excluded Company and any investment in the Excluded Company made by way of an Aireon Equity Injection in connection with the Aireon System Project (including any transaction incidental and in support of the Aireon System Project).

Permitted Business means the provision of telecommunications services via mobile satellite services (and not geostationary satellites) and related terrestrial infrastructure, and any other business reasonably incidental thereto (including (without duplication of the foregoing) any complementary terrestrial telecommunication services and the operation, sale, purchase, lease, manufacture, design or procurement of associated equipment, technology, services and applications used directly or indirectly in connection with the provision of telecommunications services) and any other business of the NEXT Group existing as of the date hereof; provided that, for the avoidance of doubt , with respect to any member of the NEXT Group, the ownership of any equity interests in the Excluded Company, the holding of any Aireon Equity Instruments and the entering into and consummation of the Aireon System Documents by such member of the NEXT Group and any other transactions incidental to the foregoing shall be considered a Permitted Business.

Permitted Carry Forward Amount has the meaning given to it in Clause 22.1 (Financial condition).

Permitted Disposal means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (b), is on arm's length terms:

(a) of inventory, trading stock or cash made by any member of the NEXT Group in the ordinary course of trading of the disposing entity;

(b) of any asset by a member of the NEXT Group (the Disposing Company) to another member of the NEXT Group (the Acquiring Company), but if:

(i) the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor;

(ii) the Disposing Company had given Security over the asset, the Acquiring Company must give equivalent Security over that asset; and

(iii) the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company;

(c) of any shares of a member of the NEXT Group (other than an Obligor or Material Company) which is to become a Local Partner Entity to a person that is to become an External Local Partner, but only up to the minimum extent required by the applicable law (or local requirements in the ordinary course of business) of the relevant jurisdiction, and provided, where the Iridium NEXT Group Partner will hold less than 50% of the shares and voting rights, the Iridium NEXT Group Partner uses its best efforts to retain de facto economic and management control (including by way of non-voting shares or call options), to the extent permitted by the applicable law (or local requirements in the ordinary course of business) of the relevant jurisdiction;

(d) of assets in exchange for other assets comparable or superior as to type, value and quality in the ordinary course of trading of the disposing entity;

39
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(e) of obsolete or redundant vehicles, plant and equipment;

(f) of investments in listed shares, debt securities, money market funds or other similar instruments for cash or in exchange for other similar investments;

(g) to a Permitted Joint Venture, to the extent permitted by Clause 23.9 (Joint Ventures);

(h) arising as a result of any Permitted Security;

(i) the sale or discount without recourse of accounts receivable arising in the ordinary course of trading in connection with the compromise or settlement thereof;

(j) any lease, sub-licence, sale or exchange of unused spectrum or (in the case of an exchange) used spectrum subject to a Communications Licence, in each case on arms' length terms to the extent permitted by applicable law and the terms of the relevant Communications Licence and provided such arrangement could not reasonably be expected to have a Material Adverse Effect; and

(k) of assets (other than shares in a Material Company or an Obligor) for cash where the higher of the book value and net consideration receivable (when aggregated with the higher of the book value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed $15,000,000 (or its equivalent) in total during the term of this Agreement and does not exceed $5,000,000 (or its equivalent) in any Financial Year of the Parent

(l) subject to clause 23.33 (Aireon Transaction) of any Aireon Equity Instrument by a member of the NEXT Group.

Permitted Distribution means:

(a) the payment of a dividend by any member of the NEXT Group to the Parent or to any of the Parent’s direct or indirect wholly-owned Subsidiaries;

(b) the payment by any Local Partner Entity of a dividend out of distributable profits to its External Local Partner(s) (where the proportional share is paid simultaneously to the Iridium NEXT Group Partner) but in an amount not exceeding $[***] in respect of each External Local Partner in the aggregate in any given year; and

(c) the payment by the Parent of dividends or other distributions on share capital or Permitted PIK Debt or repayment of shareholder loans, provided that:

(i) (A) subject to paragraph (B) below, such payment does not occur prior to NEXT System Completion (and the COFACE Agent has received Compliance Certificates for the first two Calculation Periods following the First Repayment Date) or during any Lock-Up Period thereafter; or

(B) such payment is of dividends in respect of the Permitted PIYC Capital Raising, provided that, prior to such payment: (x) a Budget in effect for the fiscal year during which the payment is to be made shall have projected the availability of funds for, and included the making of, such dividend payments without a breach of the then-applicable Financial Covenants , and (y) an authorised officer of the Parent shall have, no later than 2 Business Days prior to the date of declaration of such dividends, delivered a certificate to the COFACE Agent certifying compliance with each of the Financial Covenants as at the latest Calculation Date and each Calculation Date falling in the next 12 month period on a pro forma basis taking into account the payment of such dividends, such payment to be made prior to the next Calculation Date; and

40
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) no Default is outstanding (or would result from the payment of such dividends).

Permitted Financial Indebtedness means Financial Indebtedness:

(a) arising under a Permitted Treasury Transaction;

(b) arising under a Permitted Loan or a Permitted Guarantee;

(c) incurred under the Finance Documents;

(d) of the Parent (or of a newly-formed subsidiary of the Parent which is not a shareholder of any member of the NEXT Group) which:

(i) does not fall due for repayment (in whole or in part), or, require payment of interest in cash, prior to NEXT System Completion; and

(ii) is fully subordinated to the indebtedness under the Finance Documents (structurally and/or contractually pursuant to a Subordination Agreement); and

(iii) has an average life higher than the residual average life of the COFACE Facility (tested at the date such debt is issued or incurred),

in each case, with a maturity date falling at least 12 months after the Final Maturity Date, and where, based on a pro forma calculation (including an updated Business Plan) taking into account the proposed indebtedness, the Financial Covenants would be complied with (such Financial Indebtedness, Permitted PIK Debt);

(e) in respect of amounts due to trade creditors, in each case arising in the ordinary and customary course of business being not more than 90 days past due (unless disputed in good faith) and not to exceed, at any time, in aggregate $[***] (or its equivalent in other currencies);

(f) of any member of the NEXT Group to any other member of the NEXT Group which is fully subordinated to the indebtedness under the Finance Documents pursuant to a Subordination Agreement (and, where the debtor of such Financial Indebtedness is not an Obligor, in an aggregate amount not exceeding $15,000,000 (including an aggregate amount of not more than $5,000,000 in respect of Financial Indebtedness incurred after the Signing Date));

(g) outstanding on the Signing Date as set out in Schedule 19 (Existing Financial Indebtedness);

(h) on an unsecured basis for working capital / treasury purposes and debt assumed pursuant to any Permitted Acquisition/Investment, in aggregate not exceeding $100,000,000; and

(i) such other indebtedness specifically approved by the Majority Lenders in writing.

Permitted Guarantee means:

(a) the endorsement of negotiable instruments in the ordinary course of trade;

41
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) any performance guarantee, including any Trade Instrument or similar bond, guaranteeing performance by a member of the NEXT Group under any contract or license entered into in the ordinary course of trade;

(c) to the extent required to provide an unqualified auditors opinion, any shareholder support to maintain the solvency of a wholly-owned Subsidiary of the Parent which is not a Material Company in respect of obligations owed by that Subsidiary to a member of the NEXT Group;

(d) any guarantee of a Permitted Joint Venture to the extent permitted by Clause 23.9 (Joint Ventures);

(e) any guarantee permitted under Clause 23.22 (Financial Indebtedness);

(f) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (b) of the definition of Permitted Security;

(g) any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition/Investment or Permitted Disposal where the indemnity is in a customary form and subject to customary limitations;

(h) any guarantee given by the Parent or Iridium Holdings LLC in favor of Motorola pursuant to the Motorola Settlement Agreements and the debt and security documents related thereto; and

(i) any guarantee outstanding on the Signing Date as set out on Schedule 16 (Existing Guarantees).

Permitted Joint Venture means:

(a) any investment in any Joint Venture (other than the Excluded Company) where:

(i) the Joint Venture is a company, corporation, partnership or other similar entity (in each case where, to the extent such Joint Venture is not an entity with limited liability, the member of the NEXT Group making such investment is a newly-formed company, corporation, partnership or other similar entity with limited liability, whose sole purpose is to make such investment and whose sole asset is such investment, and which is otherwise appropriately ring-fenced) engaged in a Permitted Business or a component thereof; and

(ii) in any financial year of the Borrower, the aggregate (the Joint Venture Investment) of:

(A) all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the NEXT Group;

(B) the contingent liabilities of any member of the NEXT Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

(C) the book value of any assets transferred by any member of the NEXT Group to any such Joint Venture,

when aggregated with the total purchase price in respect of other Permitted Acquisitions/Investments in that Financial Year permitted pursuant to paragraph (c)(iii) of the definition of Permitted Acquisition/Investment does not exceed the thresholds set out therein;

42
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) any Joint Venture in existence on the Signing Date as set out on Schedule 27 (Existing Joint Ventures); and

(c) to the extent constituting a Joint Venture, the Excluded Company and any investment in the Excluded Company made by way of an Aireon Equity Injection.

Permitted Loan means:

(a) any trade credit extended by any member of the NEXT Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (b) of that definition);

(c) a loan made to a Permitted Joint Venture to the extent permitted under Clause 23.9 (Joint Ventures);

(d) a loan made by a member of the NEXT Group to an employee or director of any member of the NEXT Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the NEXT Group does not exceed $1,000,000 (or its equivalent) at any time;

(e) a loan made by a member of the NEXT Group to another member of the NEXT Group (and, where the debtor of such Loan is not an Obligor, in an aggregate amount not exceeding $15,000,000 (including an aggregate amount of not more than $5,000,000 in respect of loans made available after the Signing Date); and

(f) to the extent considered a loan, including pursuant to a subordinated loan, an Aireon Equity Injection made by a member of the NEXT Group.

Permitted PIK Debt has the meaning given in the definition of Permitted Financial Indebtedness.

Permitted PIYC Capital Raising means the Capital Raising by the Parent in an aggregate amount up to (but not exceeding) $[***] in the form of [***], provided that:

(a) such Capital Raising does not lead to a Change of Control of the Parent (on a diluted or undiluted basis or on a converted or non-converted basis);

(b) the rate of distributions payable on such Capital Raising does not exceed [***] per cent per annum;

(c) the preferred equity instruments used in such Capital Raising do not [***] and, for the avoidance of doubt, [***]; and

(d) [***] in respect of such Capital Raising are [***] subject to and in accordance with Delaware law.

Permitted Security means:

(a) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the NEXT Group;

43
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) any netting or set-off arrangement entered into by any member of the NEXT Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the NEXT Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the NEXT Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the NEXT Group which are not Obligors;

(c) any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the NEXT Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

(d) any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the NEXT Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the NEXT Group;

(e) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(f) the "Motorola Collateral" (subject to and as defined in the Motorola Intercreditor Agreement);

(g) any cash collateral granted in the ordinary course of business in support of the obligations of any member of the NEXT Group in respect of any Trade Instrument; or

(h) outstanding on the Signing Date as set out in Schedule 17 (Existing Liens).

Permitted Share Issue means:

(a) the issue of shares by the Parent to a third party (including any person that is not a member of the Group), paid for in full in cash upon issue or as consideration for a Permitted Acquisition/Investment, and which by their terms are not redeemable and where such issue does not lead to a Change of Control of the Parent;

(b) the Permitted PIYC Capital Raising;

(c) the issue of shares by a member of the NEXT Group which is a Subsidiary to its parent where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same or equivalent terms; or

(d) the issue of shares by a member of the NEXT Group (other than an Obligor or Material Company) which is to become a Local Partner Entity to a person that is to become an External Local Partner, but only up to the minimum extent required by the applicable law (or local requirements in the ordinary course of business) of the relevant jurisdiction, and provided, where the Iridium NEXT Group Partner will hold less than 50% of the shares and voting rights, the Iridium NEXT Group Partner uses its best efforts to retain de facto economic and management control (including by way of non-voting shares or call options), to the extent permitted by the applicable law (or local requirements in the ordinary course of business) of the relevant jurisdiction.

44
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Permitted Transaction means:

(a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

(b) the solvent liquidation or reorganisation of any member of the NEXT Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the NEXT Group;

(c) the capitalisation of Financial Indebtedness owing by a wholly-owned Subsidiary of the Parent which is not a Material Company to a member of the NEXT Group in order to maintain the solvency of that Subsidiary;

(d) any merger or consolidation by any member of the NEXT Group with or into any other member of the NEXT Group (provided that in the case of any merger or consolidation by an Obligor with or into any other member of the NEXT Group that is not an Obligor, the Obligor shall be the surviving entity, and the COFACE Agent receives such evidence and/or legal opinions as is reasonably satisfactory to it that the Obligor is the surviving entity and that notwithstanding such amalgamation, demerger, merger or reconstruction, the Finance Documents to which it is party shall remain at all times its legal, valid and binding obligations, enforceable in accordance with their terms and the amalgamation, demerger, merger or reconstruction shall not adversely affect any Transaction Security granted by the Obligor);

(e) transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.

Permitted Treasury Transaction means:

(a) any Treasury Transaction to be entered into by the Borrower for the purpose of protecting against interest rate fluctuations with respect to Tranche B of the Facility; and

(b) any Treasury Transactions entered into in the ordinary course of business and not for speculative purposes to hedge or mitigate risks to which any Obligor or any member of the NEXT Group is exposed in the conduct of its business or the management of its liabilities.

Plan means an employee benefit plan as defined in section 3(3) of ERISA, which is subject to the provisions of Title IV of ERISA:

(a) maintained by any Obligor or any ERISA Affiliate; or

(b) to which any Obligor or any ERISA Affiliate is required to make any payment or contribution.

Promissory Notes means the Promissory Notes of Principal and the Promissory Notes of Interest.

Promissory Notes of Interest mean the promissory notes on account of interest issued or to be issued by the Borrower pursuant to the provisions of Clause 6.2 (Promissory Notes) in the form set out in Schedule 5 (Form of Promissory Notes).

Promissory Notes of Principal mean the promissory notes on account of principal issued or to be issued by the Borrower pursuant to the provisions of Clause 6.2 (Promissory Notes) in the form set out in Schedule 5 (Form of Promissory Notes).

45
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Protected Party means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender has the meaning given to that term in Clause 14 (Tax Gross Up and Indemnities).

Quarter Date means each of 31 March, 30 June, 30 September and 31 December.

Quarterly Financial Statements means the financial statements delivered pursuant to paragraph (b)(i) of Clause 21.1 (Financial statements).

Quasi-Security has the meaning given to that term in Clause 23.15 (Negative pledge).

Quotation Day means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the COFACE Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

Reimbursement Request means a reimbursement request signed by the Borrower, substantially in the form set out in Part 1 of Schedule 3 (Requests and Notices).

Re-Launch Contracts has the meaning given in Clause 8.3 (Launch Insurance Proceeds).

Relevant Financial Covenant means each of the Financial Covenants described in paragraphs 22.1(a)(iii) (Capital Expenditure), (b)(i) (Consolidated Operational EBITDA) or (b)(ii) (Secondary Payload Cashflows).

Relevant Interbank Market means the London interbank market.

Relevant Jurisdiction means, in relation to an Obligor:

(a) its jurisdiction of incorporation or organization; and

(b) any jurisdiction relevant for the granting or perfection of a security interest over any asset subject to or intended to be subject to the Transaction Security.

Relevant Launch Insurance Proceeds has the meaning given in Clause 8.3 (Launch Insurance Proceeds).

Relevant Proceeds means Excluded Capital Raising Proceeds or Excluded Insurance Proceeds.

Reliance Parties means each Administrative Party, each Original Lender, COFACE, and each person which becomes a Lender.

Repayment Date means each of:

(a) the First Repayment Date;

46
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) after the First Repayment Date but prior to the Final Maturity Date, each date falling six (6) months after the preceding Repayment Date; and

(c) the Final Maturity Date.

Repayment Instalment means each scheduled instalment for repayment of the Loans.

Repayment Period means the period from the First Repayment Date until the Final Maturity Date.

Repeating Representations means each of the representations set out in Clause 20.2 (Status) to Clause 20.5 (Power and authority), Clause 20.9 (Governing law and enforcement), paragraph (a) of Clause 20.12 (No default), Clause 20.13 (No misleading information), Clause 20.14 (Original Financial Statements), paragraphs (b) and (c) of Clause 20.16 (No breach of laws), Clause 20.21 (Good title to assets) to Clause 20.23 (Legal and beneficial ownership), and Clause 20.28 (Compliance with United States laws).

Reportable Event means:

(a) an event specified as such in section 4043 of ERISA or any related regulation, other than an event in relation to which the requirement to give notice of that event is waived by any regulation; or

(b) a failure to meet the minimum funding standard under section 412 of the Code or section 302 of ERISA, whether or not there has been any waiver of notice or waiver of the minimum funding standard under section 412 of the Code.

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Resignation Letter means a letter substantially in the form set out in Schedule 11 (Form of Resignation Letter).

Revenue Accounts means (i) the BOA Revenue Account, or any replacement of such account with an Acceptable Bank in the U.S., and (ii) such other revenue accounts of the Obligors as are subject to the Transaction Security which, when taken together with the BOA Revenue Account, constitute the accounts into which the consolidated revenues of the NEXT Group are received in accordance with Clause 23.27 (Revenue Accounts).

Ring Fenced Company means a company that:

(a) has a limited business purpose;

(b) is of limited liability;

(c) does not carry on any trade with, or otherwise contract or deal with a member of the NEXT Group other than the Aireon System Documents and any other arms-length transaction, undertaken in good faith for its bona fide business purposes;

(d) except for any other arms-length transactions, does not make any loan to or grant any financial accommodation to any member of the NEXT Group;

(e) does not incur any Financial Indebtedness from, or have any other liability to, any member of the NEXT Group, other than the Aireon Equity Injection ,the Aireon System Documents or any other arms-length transactions;

47
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) except for the Aireon System Documents or any other arms-length transactions, no member of the NEXT Group sells, transfers, leases out, lends or otherwise disposes of any assets to it;

(g) does not benefit from any guarantee or Security or participation or purchase arrangements from any member of the NEXT Group in relation to any of its obligations;

(h) has separate insurance and is not named as a loss payee with respect to the insurances effected or procured by any member of the NEXT Group;

(i) is a separate entity, at all times holds itself out to the public and all other members of the NEXT Group as a legal entity separate from the members of the NEXT Group and corrects any known material misunderstanding as to its separate identity;

(j) maintains books, records and bank accounts separate from the members of the NEXT Group;

(k) except for any consolidation with the NEXT Group as may be required by the Accounting Principles, maintains separate financial statements showing its assets and liabilities separate and apart from those of any members of the NEXT Group;

(l) files its own tax returns, if any, as may be required under applicable law;

(m) conducts its business in its own name and complies with all formalities necessary to maintain its separate existence;

(n) pays its own liabilities and expenses out of its own funds including the proceeds of the Aireon Equity Injection;

(o) observes all organisational formalities including all material formalities as an entity separate and distinct from the members of the NEXT Group;

(p) maintains arm's-length relationships with the members of the NEXT Group;

(q) does not guarantee or become obligated for the debts of any members of the NEXT Group or hold out its credit as being available to satisfy the obligations of members of the NEXT Group;

(r) does not grant Security over its assets for the benefit of any member of the NEXT Group;

(s) without prejudice to paragraph (x) below, does not commingle assets with those of the members of the NEXT Group;

(t) uses separate stationery, invoices and checks;

(u) maintains a sufficient number of employees or contractors in light of its contemplated business operations;

(v) maintains adequate capital in light of its then contemplated business operations;

(w) on and following the date falling three (3) months after the Effective Date, has a board of directors that at all times has at least 2 (two) Independent Directors; and

(x) on and following the date falling three (3) months after the Effective Date, allocates fairly and reasonably on an arm's length basis any overhead for shared office space and employees with the members of the NEXT Group, including any overhead and employees shared from the Effective Date.

48
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Satellite Supply Contract means the Full Scale System Development Contract between TAS and the Borrower dated 1 June 2010.

Satellites means the satellites supplied or to be supplied by TAS under the Satellite Supply Contract (whether or not delivered or in orbit).

Scheduled Completion Date means [***].

Screen Rate means, in relation to LIBOR, the British Bankers' Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the COFACE Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

Secondary Payload Cashflows means all cash proceeds (net of tax) payable to any member of the NEXT Group under the Secondary Payload Contracts (to the extent such proceeds are non-refundable) (but excluding any cash proceeds payable to any member of the NEXT Group under any Secondary Payload Contract (i) that are paid (or are payable) to TAS by such member of the NEXT Group and (ii) that are paid in respect of the provision of on-going services, including but not limited to operation and maintenance services and data services when such secondary payload is in-orbit).

Secondary Payload Contract means each contract for the provision of secondary payload services in connection with the NEXT System entered into or to be entered into by a member of the Group.

Secondary Payload Heads of Terms means the heads of terms for Secondary Payload Contracts set out in Schedule 23 (Secondary Payload Heads of Terms).

Secondary Payload Status Report shall have the meaning given to it in Clause 21.6(a)(ii) (NEXT System Documents).

Secured Parties means each Finance Party from time to time party to this Agreement, any Receiver or Delegate.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Agent shall have meaning given to it in the preamble hereto.

Shareholders' Equity means, in relation to any Calculation Period, the stockholders’ equity in the NEXT Group, as presented in the NEXT Group Other Financial Information accompanying the consolidated financial statements of the Parent most recently delivered pursuant to Clause 21.1 (Financial statements).

Signing Date means the date of this Agreement.

SNOC means the Satellite Network Operations Center in Leesburg, Virginia.

Solvent means, with respect to any person at any time, that (a) (i) the sum of such person's debts is not greater than all of such person's property, at a fair valuation, and (ii) such person is generally paying its debts as they become due; (b) the present fair salable value of the value of all of the property of such person is greater than the amount that will be required to pay such person's probable liability on such person's existing debts (including contingent debts) as they become absolute and matured; (c) such person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such person’s property would constitute unreasonably small capital; and (d) such person does not intend to incur, and does not believe that such person would incur, debts that would be beyond such person's ability to pay as such debts mature.

49
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SpaceX means Space Exploration Technologies Corp.

SpaceX Launch Contract means the Launch Services Contract dated 19 March 2010 between the Borrower and SpaceX as amended pursuant to an amendment no.1 dated 17 September 2010 and an amendment no.2 dated 19 July 2012.

Specified Time means a time determined in accordance with Schedule 15 (Timetables).

Starting Point of Repayment means the date falling on the earlier of (i) 30th September, 2017 and (ii) In-Orbit Acceptance in respect of the [***] Satellite (as confirmed by the Technical Adviser).

Subordination Agreement means:

(a) the subordination agreement dated on or about the date of this Agreement and made between, among others, the Parent, Iridium Holdings LLC, the Borrower, and the COFACE Agent; and

(b) each other subordination agreement entered into from time to time by the COFACE Agent with one or more creditors of an Obligor, in substantially similar form (or otherwise in form and substance reasonably satisfactory to the COFACE Agent).

Subsidiary means, with respect to any person, any corporation, limited liability company, partnership or other entity (Other Person) controlled by such person, by such person and one or more other Subsidiaries of such person, or by one or more other Subsidiaries of such person, and for purposes of this definition, the term “control” (including the terms “controlling” and “controlled by”) of a person shall mean the possession, direct or indirect, of the power to vote more than 50% of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such person or to direct or cause the direction of the management and policies of such person, whether through the ownership of such securities, by contract or otherwise.

Supplemental Agreement means the supplemental agreement dated 1 August 2012 between the COFACE Agent and the Borrower relating to certain amendments and waivers to this Agreement.

Supplier means TAS.

Supplier's Confirmation means a notice substantially in the form of Part 2 or 4 (as applicable) (Form of Supplier's Confirmation) of Schedule 3 (Requests and Notices).

TAS means Thales Alenia Space SA.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed by a Governmental Authority.

Tax Credit means a credit against, relief or remission for, or repayment of, any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

50
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Technical Adviser means The Aerospace Corporation (upon its appointment pursuant to paragraph 26 of Part 1 of Schedule 2 (Conditions Precedent to Initial Utilisation)) or any replacement thereof.

Technical Adviser's Quarterly Report means each quarterly progress report in relation to the NEXT System delivered by the Technical Adviser to the COFACE Agent, which report shall include verification by the Technical Adviser of Block One health and progress of construction, launch, installation and operation of NEXT System (including sign off on the results of tests relating to the In-Orbit Acceptance of each Satellite, the reasonableness of any provisional qualified acceptance of any Satellite, and certification as to Milestones) and the progress of the interface between the Aireon System Project and the NEXT System (in particular, any modifications or adjustments requested by the Excluded Company (and agreed to by the Borrower) to the NEXT System in connection with the Aireon System Project which could reasonably be expected to result in a delay to Milestones), and a copy of which shall be delivered by the COFACE Agent to the Borrower promptly upon receipt.

Technical Report means the technical report prepared by the Technical Adviser dated 9 June 2010 and as updated for the Initial CP Satisfaction Date.

Tempe Gateway means the Borrower’s commercial Gateway located in Tempe, Arizona.

Total Commitments means the aggregate of the Total Tranche A Commitments and the Total Tranche B Commitments, being $1,800,000,000 at the date of this Agreement.

Total Net Debt means, at any time, the aggregate amount of all obligations of members of the NEXT Group for or in respect of Financial Indebtedness as reported in the NEXT Group Other Financial Information accompanying the financial statements delivered pursuant to Clause 21.1 (Financial statements):

(a) excluding any such obligations owed to any other member of the NEXT Group;

(b) including, in the case of Finance Leases only, their capitalised value; and

(c) deducting the aggregate amount of cash (as shown in the NEXT Group Other Financial Information accompanying the financial statements delivered pursuant to Clause 21.1 (Financial statements)) (excluding, for the avoidance of doubt, any amounts standing to the credit of the Debt Service Reserve Account) held by any member of the NEXT Group at that time,

and so that no amount shall be included or excluded more than once.

Total Tranche A Commitments means the aggregate of the Tranche A Commitments, being $1,537,500,000 at the date of this Agreement.

Total Tranche B Commitments means the aggregate of the Tranche B Commitments, being $262,500,000 at the date of this Agreement.

Trade Instruments means any performance bonds, advance payment bonds or letters of credit issued in respect of the obligations of any member of the NEXT Group arising in the ordinary course of trading of that member of the NEXT Group.

Tranche means Tranche A or Tranche B.

Tranche A means the tranche of the Facility designated as Tranche A and made available under this Agreement as described in Clause 2.1(a) (The Facility).

51
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tranche A Commitment means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche A Commitment" in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Tranche A Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Tranche A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

Tranche A Loan means a loan made or to be made under Tranche A of the Facility or the principal amount outstanding for the time being of that loan.

Tranche B means the tranche of the Facility designated as Tranche B and made available under this Agreement as described in Clause 2.1(b) (The Facility).

Tranche B Commitment means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Tranche B Commitment" in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Tranche B Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Tranche B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

Tranche B Loan means a loan made or to be made under Tranche B of the Facility or the principal amount outstanding for the time being of that loan.

Transaction Documents means:

(a) the Finance Documents; and

(b) the NEXT System Documents.

Transaction Security means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

Transaction Security Documents means each of the documents listed as being a Transaction Security Document in paragraph 9 of Part 1 of Schedule 2 (Conditions Precedent), and any document required to be delivered to the COFACE Agent under paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

Transfer Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Transfer Certificate) or any other form agreed between the COFACE Agent and the Borrower.

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

52
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) the date on which the COFACE Agent executes the relevant Assignment Agreement or Transfer Certificate.

Transition Services Agreement means that certain Amended and Restated Transition Services, Products and Asset Agreement, dated as of 30 September 2010, by and among Motorola, the Borrower, Iridium Holdings LLC and the Parent (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time).

Treasury Transactions means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

United States person has the meaning given to it in Section 7701(a)(30) of the Code.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

Unused Amount has the meaning given to it in Clause 22.1 (Financial condition).

U.S. Bankruptcy Law means the United States Bankruptcy Code 1978 or any other United States Federal or State bankruptcy, insolvency or similar law.

U.S. Borrower means a Borrower that is incorporated or organized under the laws of the United States of America or any state of the United States of America (including the District of Columbia).

U.S. Collateral Agent shall have the meaning given to it in the preamble hereto.

U.S. Debtor means an Obligor that is incorporated or organised under the laws of the United States of America or any State of the United States of America (including the District of Columbia) or that resides or has a domicile, a place of business or property in the United States of America.

Utilisation means a Loan.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Request means a Reimbursement Request or a Disbursement Request.

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

Working Capital means, on any date, Current Assets less Current Liabilities.

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the COFACE Agent, any Mandated Lead Arranger and Bookrunner, any Lead Arranger, any Finance Party, any Lender, any Obligor, any Party, any Secured Party, the Security Agent, the U.S. Collateral Agent or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent or the U.S. Collateral Agent, any person for the time being appointed as Security Agent or Security Agents or U.S. Collateral Agent in accordance with the Finance Documents;

53
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) a document in agreed form is a document which is previously agreed in writing by or on behalf of the Borrower and the COFACE Agent or, if not so agreed, is in the form specified by the COFACE Agent;

(iii) assets includes present and future properties, revenues and rights of every description;

(iv) a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, replaced, supplemented, extended or restated (in each case, an amendment or waiver);

(v) guarantee means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(viii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix) a provision of law is a reference to that provision as amended or re-enacted; and

(x) a time of day is a reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been remedied or waived.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

54
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

1.4 Acknowledgement

Each Obligor acknowledges and confirms:

(a) receipt of a copy of each of the Finance Documents then in effect (other than the COFACE Insurance Policy);

(b) that no Finance Party is responsible to it for:

(i) the execution (other than by that Finance Party), genuineness, validity, enforceability or sufficiency of any Finance Document or the Satellite Supply Contract;

(ii) the collectability of amounts payable under any Finance Document or the Satellite Supply Contract; or

(iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document or the Satellite Supply Contract by any person other than that Finance Party.

2. The Facility

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available a term loan facility, in an aggregate amount equal to the Total Commitments, in two Tranches designated as follows:

(a) Tranche A in an aggregate amount equal to the Total Tranche A Commitments; and

(b) Tranche B in an aggregate amount equal to the Total Tranche B Commitments.

2.2 Finance Parties' rights and obligations

(a) Unless all the Finance Parties agree otherwise:

(i) subject to paragraph (vii) below, the obligations of each Finance Party under the Finance Documents are several;

(ii) subject to paragraph (vii) below, failure by a Finance Party to perform its obligations does not affect the obligations of any other person under the Finance Documents;

(iii) subject to paragraph (vii) below, no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

(iv) the rights of a Finance Party under the Finance Documents are separate and independent rights;

(v) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights;

(vi) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt; and

(vii) the funding obligations of the Lenders under the Finance Documents are joint and several.

55
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Each Party agrees that this Clause 2.2 is for the benefit of the Lenders only and each Obligor acknowledges that it has no rights of any kind whatsoever under this Clause.

2.3 The Obligors and the Satellite Supply Contract

(a) Each Obligor's obligations (including, without limitation, its payment obligations) under this Agreement are unconditional and irrevocable and accordingly are not:

(i) subject to or dependent upon the execution or performance by the Borrower, the Supplier or any other person of its obligations under the Satellite Supply Contract; nor

(ii) affected or discharged by any matter affecting the Satellite Supply Contract including the following:

(A) any dispute under the Satellite Supply Contract nor any claim which the Borrower or the Supplier or any other person may have against, or consider that it has against, any person under the Satellite Supply Contract;

(B) the fact that all or any part of the sums requested under a Utilisation Request is or was not payable to the Supplier;

(C) the insolvency or dissolution of the Supplier;

(D) any action or inaction (whether negligent or by wilful misconduct or fraud) of the Supplier (or any of its agents, contractors, officers or employees);

(E) the fact that a Loan is drawn and applied in accordance with a Utilisation Request which has proven incorrect in any respect;

(F) the Supplier being subject to an amalgamation, demerger, merger or reconstruction;

(G) any unenforceability, illegality or invalidity of any obligation of any person under the Satellite Supply Contract or any documents or agreements relating to the Satellite Supply Contract; or

(H) the breach, frustration or non-fulfilment of any provision of the Satellite Supply Contract or any documents or agreements related thereto or the destruction, non-completion or non-functioning of the COFACE Eligible Content,

and each Obligor acknowledges that the foregoing is an essential condition of each Lender's entry into this Agreement, and accordingly, by advancing the full amount of its Commitments (subject to and in accordance with the terms and conditions of this Agreement) each Lender shall have fulfilled its funding obligations under this Agreement.

(b) Without prejudice to the generality of paragraph (a) above, the Borrower agrees that it will not claim to be relieved of the performance of any of its obligations under this Agreement by reason of any failure, delay or default whatsoever on the part of the Supplier or the Borrower in the performance of its obligations under the Satellite Supply Contract.

2.4 COFACE Decisions

If COFACE notifies the COFACE Agent of its decision on any matter (including any decision relating to the approval of any requested waivers or amendments by the Borrower in respect of this Agreement or any other Finance Document), such decision shall prevail over any contrary decision made by any Finance Party, provided that such decision made by COFACE does not, or is not reasonably likely to, result in an increase in the amount of or an extension of the availability of any Commitment or obligation of a Finance Party hereunder.

56
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.5 COFACE Premium

(a) The Borrower acknowledges that no Finance Party is in any way involved in the calculation of any part of the COFACE Premium.

(b) The Borrower shall not raise against any Lender any claim or defence in relation to the calculation, payment or refund of (or the failure to pay or refund) any part of the COFACE Premium.

(c) The Borrower shall bear the cost of reimbursing to each Lender (and/or the COFACE Agent) the credit insurance premium due to COFACE under the COFACE Insurance Policy (including any increase in the amount of the COFACE Premium).

(d) As at the date of this Agreement, the COFACE Premium is the amount calculated on the basis of the percentage (the COFACE Premium Percentage) set out in the COFACE Premium Letter.

(e) The COFACE Agent will only be notified of the actual amount of the COFACE Premium and actual COFACE Premium Rate on the date of final issuance of the COFACE Insurance Policy. Following receipt of the COFACE Insurance Policy, the COFACE Agent shall promptly notify the Borrower of the actual amount of the COFACE Premium and actual COFACE Premium Rate. If the actual amount of the COFACE Premium is greater than the estimated amount set out in the COFACE Premium Letter, the Borrower shall be obliged to make payment of the actual amount of the COFACE Premium. The Borrower acknowledges that the obligation to pay the COFACE Premium related to this Agreement is absolute and unconditional and paragraph (c) above shall continue to apply in respect of all additional amounts.

(f) On each Utilisation Date an amount equal to the COFACE Premium Percentage of the amount of the relevant Loan to be made for the purposes referred to in Clause 3.1(b) (Purpose) (the COFACE Premium Proportional Amount) shall be paid by the COFACE Agent (on behalf of the Borrower, who irrevocably authorises the COFACE Agent to make such payments in order to fulfil the Borrower's obligations under paragraph (c) above), to COFACE for application in payment of the COFACE Premium, and there shall be a deemed Loan in an amount equal to the COFACE Premium Proportional Amount without the need for a Utilisation Request (but subject to all other terms and conditions as if a Utilisation Request had been made). For the avoidance of doubt, if the Total Tranche A Commitments and/or Total Tranche B Commitments would otherwise be exceeded by application of this Clause, then this Clause shall only apply to the extent that the Total Tranche A Commitments and/or Total Tranche B Commitments (as the case may be) would not be so exceeded, and the Borrower's obligation under paragraph (c) above shall continue to apply in respect of all additional amounts.

(g) The Borrower acknowledges that the COFACE Premium is not refundable for any reason whatsoever except with the specific approval of COFACE.

(h) Notwithstanding the above, a minimum premium, as of the date of this Agreement, in an amount equal to the Dollar equivalent of one thousand five hundred and fifteen Euros (€1,515) shall be paid to COFACE by the Borrower in respect of the COFACE Insurance Policy upon the execution of the relevant COFACE Insurance Policy. Such amounts shall remain the property of COFACE and is accordingly payable by the Borrower to COFACE in any event.

57
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.6 Obligors' Agent

(a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Borrower or given to the Borrower under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Borrower and any other Obligor, those of the Borrower shall prevail.

3. Purpose

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards:

(a) reimbursing amounts paid in respect of COFACE Eligible Content under the Authorization to Proceed only in respect of invoices paid in cash to the Supplier from the Borrower's own funds prior to (and not after) the Initial CP Satisfaction Date; or

(b) as the case may be, payment to COFACE, the Supplier or the Lenders,

in each case, to finance:

(i) up to 85% of COFACE Eligible Content;

(ii) the payment of up to 100% of the COFACE Premium; and/or

(iii) up to 100% of IDC,

up to a maximum aggregate amount equal to the Total Commitments.

58
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. Conditions of Utilisation

4.1 Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the COFACE Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the COFACE Agent. The COFACE Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Utilisation;

(b) the representations and warranties which are then to be made or deemed to be repeated by each Obligor under Clause 20.29(b) (Times when representations made) are true in all material respects;

(c) the making of the Loan would not cause the Total Commitments to be exceeded;

(d) the Borrower has paid any amount payable under Clause 2.5 (COFACE Premium) to the COFACE Agent in full (or such amount will be paid in full pursuant to Clause 2.5(e) (COFACE Premium) with the proceeds of the Loans being requested);

(e) the COFACE Agent is satisfied that:

(i) the COFACE Insurance Policy is (or, in the case of the initial Loans only, will be immediately upon payment of the relevant COFACE Premium Proportional Amount) in full force and effect;

(ii) the credit insurance cover under the COFACE Insurance Policy has been issued (or, in the case of the first Loan only, will be issued immediately upon payment of the relevant COFACE Premium Proportional Amount) on terms covering political and commercial risks extending to ninety-five (95) per cent. of the Loans (including the proposed Loan) and IDC Component interest thereon; and

(iii) all conditions of the COFACE Insurance Policy and the relevant credit insurance cover have been (or will have been immediately upon payment of the relevant COFACE Premium Proportional Amount) fulfilled;

(f) the COFACE Agent has not received a notice from COFACE requesting the Lenders to suspend the making of the Loan (or, if the COFACE Agent has received such a notice, that notice has been withdrawn);

(g) the Lenders are not required by the terms of the COFACE Insurance Policy to suspend the making of the Loan;

59
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(h) in the case of any Loan requested in relation to any payment made or to be made to the Supplier under the Satellite Supply Contract or any reimbursement to the Borrower for any payment made to the Supplier under the Authorization to Proceed, the COFACE Agent has received evidence from the Supplier in form and substance satisfactory to the COFACE Agent that the corresponding Down Payment has been paid in full by the Borrower from resources other than the Facility;

(i) the amount standing to the credit of the Debt Service Reserve Account is not less than the then applicable Required DSRA Balance;

(j) the COFACE Agent has received such other documents, certifications, or other evidence as the COFACE Agent acting on the instructions of COFACE may reasonably require with respect to the Borrower or in connection with any Finance Document, the Satellite Supply Contract or the COFACE Insurance Policy, provided that the request for such other document, certification or evidence is made within a reasonable time prior to the relevant Utilisation Date.

4.3 Maximum number of Utilisation Requests

The Borrower may not deliver more than four Utilisation Requests in any 30-day period.

5. Utilisation – Loans

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the COFACE Agent of a duly completed Utilisation Request not later than the Specified Time (provided, for the avoidance of doubt, that no Utilisation Request shall be required in respect of Loans required to fund the COFACE Premium pursuant to Clause 2.5(e) (COFACE Premium) or IDC).

5.2 Completion of a Utilisation Request for Loans

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a) it identifies the purpose for which the Facility is to be utilised;

(b) the proposed Loans are allocated pro rata between Tranche A and Tranche B (provided that this restriction shall cease to apply when there are no further Available Commitments under one Tranche, to the extent that Available Commitments remain under the other Tranche);

(c) the proposed Utilisation Date is a Business Day within the Availability Period;

(d) the amount of the Utilisation complies with Clause 5.3 (Currency and amount); and

(e) the Supplier or the Borrower, as the case may be, attaches to the Utilisation Request all relevant documents required to be provided as per the form for that Utilisation Request, each in form and substance satisfactory to the COFACE Agent; and

(f) the Utilisation Request is executed by a person duly authorised to do so on behalf of the Borrower.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be Dollars.

60
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) The amount of the proposed Utilisation must be a minimum of $2,000,000 or, if less, the Available Facility.

(c) The COFACE Agent shall promptly, and in any event no later than the Specified Time, notify each Lender of the amount of the relevant Loan, the amount of its participation in the relevant Loan, the account for such purpose and other information contained in the Utilisation Request.

5.4 Lenders' participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender's participation in each Loan under a Tranche will be equal to the proportion borne by its Available Commitment under that Tranche to the Available Facility in respect of that Tranche immediately prior to making the Loan.

(c) Each Loan under the Facility (other than a deemed Loan made pursuant to Clause 2.5(e) (COFACE Premium) or Clause 10.3 (Capitalisation during construction)) will be made available by the Lenders:

(i) to the Borrower (in the case of a Loan to be made for the purposes of reimbursing amounts paid in respect of COFACE Eligible Content under the Authorization to Proceed only); or

(ii) to the Supplier on behalf of the Borrower by the COFACE Agent crediting the proceeds of the Loan to the account specified in the relevant Utilisation Request.

(d) The Borrower acknowledges that any amounts credited the Supplier or the Borrower itself under paragraph (c) above and each deemed Loan made pursuant to Clause 2.5(e) (COFACE Premium) or Clause 10.3 (Capitalisation during construction) shall constitute a Loan for the purposes of this Agreement.

(e) The Borrower further acknowledges that no Finance Party has any obligation to verify or ensure the genuineness or accuracy of the attachments to any Utilisation Request submitted by the Borrower or the Supplier.

5.5 Cancellation of Commitment

(a) The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

(b) If the Initial CP Satisfaction Date has not occurred on or prior to the date falling 4 months after the Signing Date (the CP Longstop Date), the Commitments shall be immediately cancelled on the CP Longstop Date.

5.6 Responsibility

(a) The COFACE Agent and the Lenders shall not be responsible for any delay in the making of any Loan resulting from any requirement or request for the delivery of information, documents, certifications or other evidence pursuant to Clause 4.2(h) or 4.2(j).

(b) The COFACE Agent shall not be responsible for examining the documents:

(i) provided pursuant to Clause 4.1 or 4.2;

(ii) included with or attached to any Utilisation Request; or

61
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(iii) otherwise provided to it under the Finance Documents,

except to ascertain that they appear on their face to be in compliance with the requirements of the Finance Documents. For the purpose of this Clause, appear on their face has the meaning ascribed to it in the latest version of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (at present the latest version being ICC Publication UCP 600 – 2007 version).

6. Repayment

6.1 Generally

(a) The Borrower shall repay the Loans under each Tranche in full in fourteen (14) consecutive semi-annual instalments, each of which shall be equal to the percentage of the highest of the aggregate amounts of Loans outstanding on each date on or prior to the last day of the Availability Period, as set out in the table below:

Repayment Date	Repayment Instalment
First Repayment Date		1.00	%
Repayment Date falling 6 months after the First Repayment Date		3.75	%
Repayment Date falling 12 months after the First Repayment Date		3.75	%
Repayment Date falling 18 months after the First Repayment Date		7.50	%
Repayment Date falling 24 months after the First Repayment Date		7.50	%
Repayment Date falling 30 months after the First Repayment Date		8.50	%
Repayment Date falling 36 months after the First Repayment Date		8.50	%
Repayment Date falling 42 months after the First Repayment Date		8.50	%
Repayment Date falling 48 months after the First Repayment Date		8.50	%
Repayment Date falling 54 months after the First Repayment Date		8.50	%
Repayment Date falling 60 months after the First Repayment Date		8.50	%
Repayment Date falling 66 months after the First Repayment Date		8.50	%
Repayment Date falling 72 months after the First Repayment Date		8.50	%
Final Maturity Date		8.50	%

(b) The first Repayment Instalment must be paid on the First Repayment Date and subsequent Repayment Instalments must be paid on each Repayment Date thereafter. The final Repayment Instalment must be paid on the Final Maturity Date, and any Repayment Instalment that would otherwise fall beyond the Final Maturity Date shall be deemed to fall on the Final Maturity Date. For the avoidance of doubt, each Repayment Instalment shall be applied pro rata in repayment of each Tranche.

62
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) As soon as practicable after the earlier of the date on which the Total Commitments have been utilised in full and the date of expiry of the Availability Period, the COFACE Agent shall provide to the Borrower a schedule, substantially in the form set out in the table above, of the actual Repayment Instalments which are to be paid by the Borrower.

(d) The Borrower may not reborrow any part of the Facility which is repaid.

6.2 Promissory Notes

(a) The Borrower undertakes to deliver to the COFACE Agent, prior to the Initial CP Satisfaction Date:

(i) a Promissory Note of Principal left in blank for each Tranche in respect of each Repayment Instalment (being 14 Promissory Notes of Principal for each Tranche), each such Promissory Note of Principal to be completed pursuant to the Joint Interest Mandate in an amount equal to the amount of the relevant Repayment Instalment (to be determined in accordance with the schedule of Repayment Instalments provided by the COFACE Agent pursuant to paragraph (c) of Clause 6.1) and having a maturity date which is the same as the Repayment Date for the relevant Repayment Instalment; and

(ii) a Promissory Note of Interest left in blank for each Tranche in respect of each Interest Payment Date falling after the Starting Point of Repayment (being 14 Promissory Notes of Interest for each Tranche), each such Promissory Note of Interest to be completed pursuant to the Joint Interest Mandate in an amount equal to the aggregate amount payable (or, in the case of Tranche B, estimated to be payable) in respect of the Margin plus the Base Rate on the relevant Interest Payment Date (to be determined in accordance with the schedule of Repayment Instalments provided by the COFACE Agent pursuant to paragraph (c) of Clause 6.1 and, in the case of Tranche B, using the LIBOR rate applicable on such date) and having a maturity date which is the same as the relevant Interest Payment Date,

together with the Joint Interest Mandate.

(b) The COFACE Agent shall complete and/or modify (as the case may be) each Promissory Note in accordance with the irrevocable instructions contained in the Joint Interest Mandate.

(c) Upon payment in full (either on the relevant Repayment Date or Interest Payment Date (as applicable) or following acceleration) of the amount represented by any Promissory Note (by way of remittance or otherwise), such Promissory Note shall, subject (if such Promissory Note has been delivered to COFACE) to COFACE returning such Promissory Note to the COFACE Agent, be returned by the COFACE Agent to the Borrower within 5 Business Days with the mention "fully paid".

(d) Each Promissory Note and the rights of the holders thereof will be governed by French law and all obligations resulting from the application of French law are specifically acknowledged and accepted by the Borrower.

(e) The COFACE Agent agrees that it shall not endorse, transfer, assign or otherwise dispose of any Promissory Note to any person other than:

(i) COFACE; or

(ii) any successor COFACE Agent appointed pursuant to Clause 27.14 (Resignation of the COFACE Agent).

(f) The holder of the Promissory Note is expressly exempted from the requirement to protest any Promissory Note.

63
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6.3 Effect of cancellation and prepayment on scheduled repayments and reductions

If the Borrower cancels the whole or any part of the Commitments in accordance with Clause 7.2 (Voluntary cancellation) or Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) or if the Commitment of any Lender is reduced under Clause 7.1 (Illegality) or if any of the Loans are prepaid in accordance with this Agreement, then the amount of the Repayment Instalment for each Repayment Date falling after that cancellation or prepayment (as applicable) will reduce in inverse chronological order by the amount cancelled or the amount of the Loan prepaid (as applicable).

7. Illegality, Voluntary Prepayment and Cancellation

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:

(a) that Lender shall promptly notify the COFACE Agent upon becoming aware of that event;

(b) upon the COFACE Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender's participation in the Utilisations made to the Borrower on the last day of the Interest Period for each Utilisation occurring after the COFACE Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the COFACE Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2 Voluntary cancellation

(a) Subject to paragraph (b) below, the Borrower may, if it gives the COFACE Agent not less than 20 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000) of the Available Facility. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under each Tranche.

(b) Except as otherwise approved by the Majority Lenders, prior to 31 January 2016 no partial voluntary cancellation is permitted. From 31 January 2016 to NEXT System Completion, any voluntary cancellation pursuant to this clause shall be subject to the conditions that:

(i) the first [***] Satellites have been successfully constructed and launched by 31 January 2016 and the Technical Adviser certifies to the Lenders that there are no delays to achieving NEXT System Completion on or around the Scheduled Completion Date other than delays permitted or approved pursuant to the terms of this Agreement; and

(ii) the Borrower certifies to the Lenders (in form and substance reasonably satisfactory to the COFACE Agent) that:

(A) it has sufficient resources available to it to achieve NEXT System Completion by the NEXT System Completion Longstop Date (on the basis of an updated Business Plan taking into account the current [***] as validated by the Technical Adviser); and

(B) it is not aware (after due enquiry with the Technical Adviser, TAS and the Launch Services Provider) of any present or anticipated future delays in the implementation of the NEXT System (other than as permitted under the Satellite Supply Contract and the Launch Services Contract).

64
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

7.3 Voluntary prepayment

(a) Subject to paragraph (b) below, the Borrower may, if it gives the COFACE Agent not less than 20 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loans (but, if in part, being a minimum amount of $10,000,000). Any prepayment under this Clause 7.3 shall be applied pro rata in prepayment of each Tranche.

(b) Except as otherwise approved by the Majority Lenders, prior to 31 January 2016 no partial voluntary prepayment is permitted. From 31 January 2016 to NEXT System Completion, any voluntary prepayment pursuant to this clause shall be subject to the conditions that:

(i) the first [***] Satellites have been successfully constructed and launched by 31 January 2016 and the Technical Adviser certifies to the Lenders that there are no delays to achieving NEXT System Completion on or around the Scheduled Completion Date other than delays permitted or approved pursuant to the terms of this Agreement; and

(ii) the Borrower certifies to the Lenders (in form and substance reasonably satisfactory to the COFACE Agent) that:

(A) it has sufficient resources available to it to achieve NEXT System Completion by the NEXT System Completion Longstop Date (on the basis of an updated Business Plan taking into account the current [***] as validated by the Technical Adviser); and

(B) it is not aware (after due enquiry with the Technical Adviser, TAS and the Launch Services Provider) of any present or anticipated future delays in the implementation of the NEXT System (other than as permitted under the Satellite Supply Contract and the Launch Services Contract).

The conditions in paragraphs (i) and (ii) above will cease to apply following NEXT System Completion and, at all times thereafter, the Borrower shall be permitted to prepay the whole or any part of any Loan in accordance with paragraph (a) above.

7.4 Right of cancellation and repayment in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Borrower or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the COFACE Agent notice (if such circumstances relate to a Lender) of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

65
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

8. Mandatory Prepayment

8.1 Exit

Upon the occurrence of:

(a) any Delisting;

(b) a Change of Control; or

(c) the Disposal of all or substantially all of the assets of the NEXT Group whether in a single transaction or a series of related transactions,

the Facility will be cancelled and all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

8.2 Insurance, Capital Raising and Expropriation Proceeds

The Borrower shall prepay Utilisations in the following amounts at the times and in the order of application contemplated by Clause 8.4 (Application of mandatory prepayments):

(a) the amount of Insurance Proceeds (other than Excluded Insurance Proceeds) in excess of $10,000,000;

(b) the amount (if any) of Excess Launch Insurance Proceeds and Relevant Launch Insurance Proceeds;

(c) the amount equal to 50% of Capital Raising Proceeds (other than Excluded Capital Raising Proceeds);

(d) the amount of any Expropriation Proceeds; and

(e) the amount of any Aireon Proceeds.

8.3 Launch Insurance Proceeds

(a) As soon as practicable following receipt by any member of the NEXT Group of any Launch Insurance Proceeds in respect of a Satellite, the Borrower shall provide to the COFACE Agent and the Technical Adviser a written proposal to apply such proceeds towards the purchase, launch and insurance of a replacement Satellite. If:

(i) the proposal provides for the Launch Insurance Proceeds to be allocated first to purchase new Satellites from TAS with French content satisfactory to COFACE, secondly to purchase new launches, and thirdly to purchase new Launch Insurance (and, for the avoidance of doubt, the foregoing priority shall apply in respect of the allocation of Launch Insurance Proceeds but not the timing of the actual payment thereof); and

(ii) the Technical Adviser certifies to the Lenders that the proposal:

(A) will not prevent NEXT System Completion occurring, and

(B) is compatible with achieving NEXT System Completion,

prior to the NEXT System Completion Long-Stop Date,

it shall be an Acceptable Launch Insurance Proposal, and any remaining amount of Launch Insurance Proceeds following the allocations in paragraph (i) shall be Excess Launch Insurance Proceeds.

66
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) On or prior to the date falling 12 months after receipt by a member of the NEXT Group of any Launch Insurance Proceeds, the Borrower shall provide to the COFACE Agent copies of the contractual arrangements for the implementation of the Acceptable Launch Insurance Proposal in respect of the purchase of new Satellites and new launches, each in form and substance reasonably satisfactory to the COFACE Agent (the Re-Launch Contracts) and, on or prior to the date falling 18 months after receipt by a member of the NEXT Group of any Launch Insurance Proceeds, the Borrower shall provide to the COFACE Agent copies of the contractual arrangements for the implementation of the Acceptable Launch Insurance Proposal in respect of the purchase of new Launch Insurance.

(c) On the date falling 12 months after receipt by an Obligor of any Launch Insurance Proceeds, if the COFACE Agent has not received both:

(i) an Acceptable Launch Insurance Proposal (including the relevant certification from the Technical Adviser); and

(ii) the Re-Launch Contracts in respect of such Acceptable Launch Insurance Proposal,

those Launch Insurance Proceeds shall be deemed to be Relevant Launch Insurance Proceeds.

8.4 Application of mandatory prepayments

(a) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall prepay Loans at the following times:

(i) in the case of any prepayment relating to the amounts of Insurance Proceeds or Expropriation Proceeds or Aireon Proceeds, promptly upon receipt of those proceeds;

(ii) in the case of any prepayment relating to the amounts of Excess Launch Insurance Proceeds, promptly upon receipt by the COFACE Agent of an Acceptable Launch Insurance Proposal (including the relevant certification from the Technical Adviser) pursuant to paragraph 8.3(a) above;

(iii) in the case of any prepayment relating to the amounts of Relevant Launch Insurance Proceeds, on the date falling 12 months after receipt by any member of the NEXT Group of those Launch Insurance Proceeds;

(iv) in the case of any prepayment relating to an amount of Capital Raising Proceeds:

(A) within 10 days of delivery pursuant to Clause 21.2 (Provision and contents of Compliance Certificate) of the Compliance Certificate in respect of the Calculation Period in which such amounts are received; and

(B) in respect of any amounts not applied in accordance with the certificate provided pursuant to Clause 8.6 (Excluded proceeds) below, on the date falling 12 months after receipt by an Obligor of such amounts.

(b) A prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) or 8.3 (Launch Insurance Proceeds) shall be applied pro rata in prepayment of each Tranche and the amount of the Repayment Instalment for each Repayment Date falling after the date of prepayment will reduce in the manner contemplated by Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments and reductions).

67
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) Subject to paragraph (d) below, the Borrower may elect that any prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

(d) If the Borrower has made an election under paragraph (c) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

8.5 Mandatory Prepayment Account

(a) The Borrower shall ensure that:

(i) Launch Insurance Proceeds are paid directly by the relevant insurer to the Security Agent or into the Mandatory Prepayment Account; and

(ii) Insurance Proceeds (other than Launch Insurance Proceeds), Capital Raising Proceeds and Expropriation Proceeds in respect of which the Borrower has made an election under paragraph (c) of Clause 8.4 (Application of mandatory prepayments) are paid into the Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the NEXT Group.

The Borrower irrevocably authorises the COFACE Agent to apply amounts credited to the Mandatory Prepayment Account to pay amounts due and payable under Clause 8.4 (Application of mandatory prepayments) and otherwise under the Finance Documents. The Borrower further irrevocably authorises the COFACE Agent to apply any amounts credited to the Mandatory Prepayment Account in respect of Launch Insurance Proceeds (other than Excess Launch Insurance Proceeds and Relevant Launch Insurance Proceeds) in or towards payments under the Re-Launch Contracts or in respect of the purchase of new Launch Insurance as and when such payments fall due.

(b) A Lender, Security Agent or COFACE Agent with which a Mandatory Prepayment Account is held acknowledges and agrees that such account is subject to the Transaction Security.

8.6 Excluded proceeds

Where Excluded Insurance Proceeds and Excluded Capital Raising Proceeds include amounts which are intended to be used or committed to be used for a specific purpose within a specified period (as set out in the relevant definition of Excluded Insurance Proceeds and Excluded Capital Raising Proceeds), the Borrower shall, promptly following receipt of such amounts, deliver a certificate to the COFACE Agent, executed by an authorized officer of the Borrower, certifying that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to apply such (a) Excluded Insurance Proceeds towards the replacement, reinstatement or repair of assets or (b) Excluded Capital Raising Proceeds towards the payment of Capital Expenditure in respect of the NEXT System, as the case may be, in each case within the period referred to in the relevant definition of Excluded Insurance Proceeds or Excluded Capital Raising Proceeds. The Borrower shall promptly deliver a certificate to the COFACE Agent at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.

68
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

9. Restrictions

9.1 Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, Voluntary Prepayment and Cancellation), paragraph (c) of Clause 8.4 (Application of mandatory prepayments) or Clause 8.5 (Mandatory Prepayment Account) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

9.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

9.3 No reborrowing

The Borrower may not reborrow any part of the Facility which is prepaid.

9.4 Prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

9.5 COFACE Agent's receipt of Notices

If the COFACE Agent receives a notice under Clause 7 (Illegality, Voluntary Prepayment and Cancellation) or an election under paragraph (c) of Clause 8.4 (Application of mandatory prepayments), it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender, as appropriate.

9.6 Prepayment elections

The COFACE Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause 7.3 (Voluntary prepayment) or Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds).

9.7 Costs incurred by and indemnity to the Lenders and/or the French Authorities

(a) The Borrower acknowledges that:

(i) in order to make the Facility available to the Borrower at the fixed rate, the Lenders and the French Authorities have entered into an interest make-up arrangement;

(ii) in connection with such interest make-up arrangement, it is the policy of the French Authorities to enter into hedging arrangements or to cause hedging arrangements to be entered into with third parties, in order to protect themselves from adverse movements in interest and exchange rates; and

69
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(iii) it is accordingly reasonable for the Lenders and the French Authorities to rely upon the continuance of the Facility made available hereunder according to its original profile when such hedging procedure was implemented, on the assumption that all amounts of principal and interest payable by the Borrower under the Facility will be received on their due dates.

(b) Accordingly, the Borrower irrevocably agrees that:

(i) the Borrower shall (to the extent paid or payable by the COFACE Agent or any Lender) reimburse to the COFACE Agent, upon demand, all costs, expenses and indemnities which any Lender may incur under applicable interest make-up arrangements with the French Authorities in connection with any partial or total prepayment of the Facility of whatever nature, whether voluntary or mandatory or by acceleration, pursuant to any of the provisions of this Agreement; and

(ii) under such arrangements, the amount of any indemnity so payable is to be determined in agreement with the French Authorities and will be calculated as specified hereafter.

(c) The amount of the indemnity payable by the Borrower under paragraph (b) of this Clause 9.7 (Costs incurred by and indemnity to the Lenders and/or the French Authorities) is to be determined by taking into account the differential between the contractual interest rate applicable to the Facility and the prevailing market replacement rate for the amount of each instalment of principal to be prepaid and each of those rate differentials will be applied to the amount of the corresponding instalment of principal to be prepaid for the period from the date of such prepayment until the originally scheduled Repayment Date. The amount resulting from the determination of the indemnity pursuant to this paragraph (c) above shall then be discounted at the corresponding market replacement rate and where the total of the discounted amounts thus obtained is negative, no indemnity shall be payable to the Borrower.

(d) The Borrower acknowledges and agrees that the amounts payable under this Clause 9.7 (Costs incurred by and indemnity to the Lenders and/or the French Authorities) are in addition to all amounts payable by it under Clause 12.4 (Break Costs) with respect to any prepayment or any other amount payable under this Agreement.

9.8 Effect of Repayment and Prepayment on, and cancellation of, Commitments

If all or part of a Utilisation under the Facility is repaid or prepaid and is not available for reborrowing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 9.8 shall reduce the Commitments of the Lenders rateably under each Tranche. No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10. Interest

10.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) Base Rate; and

(c) Mandatory Cost, if any.

70
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

10.2 Payment of interest

Except where it is provided to the contrary in this Agreement and subject to Clause 10.3 (Capitalisation during construction) below, the Borrower shall pay accrued interest on each Loan on each Interest Payment Date.

10.3 Capitalisation during construction

On the last day of each Interest Period relating to a Loan which ends during the Availability Period but on or prior to the Starting Point of Repayment, all of the IDC Component of interest accrued on that Loan during such Interest Period shall be capitalised (subject to the Total Commitments for the relevant Tranche not being exceeded), with the result that:

(a) (without double counting) there shall be a deemed Loan under the Tranche to which that Loan relates in an amount equal to the aggregate amount of the relevant IDC Component of such interest so capitalised without the need for a Utilisation Request (but subject to all other terms and conditions as if a Utilisation Request had been made);

(b) the duration of each Interest Period for each Loan in relation to such capitalised interest shall be determined in accordance with Clause 11 (Interest Periods); and

(c) the amount of interest so capitalised shall be treated as paid.

For the avoidance of doubt, if the Total Tranche A Commitments and/or Total Tranche B Commitments would otherwise be exceeded by application of this Clause, then this Clause shall only apply to the extent that the Total Tranche A Commitments and/or Total Tranche B Commitments (as the case may be) would not be so exceeded, and the Borrower's obligation to pay accrued interest pursuant to Clause 10.2 (Payment of interest) shall continue to apply in respect of all amounts of accrued interest remaining uncapitalised.

10.4 Default interest

(a) Interest shall accrue on each Unpaid Sum from its due date up to the date of actual payment (both before and after judgment) at a rate which is 2.00% higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Tranche A Loan or a Tranche B Loan (as applicable and based upon whether the Unpaid Sum is owed to a Lender under Tranche A or Tranche B of the Facility) for successive Interest Periods, each of a duration selected by the COFACE Agent (acting reasonably). Any interest accruing under this Clause 10.4 shall be immediately payable by the Obligor on demand by the COFACE Agent.

(b) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

10.5 Notification of rates of interest

The COFACE Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

11. Interest Periods

11.1 Interest Periods

(a) Each Loan has successive Interest Periods.

71
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Subject to the following provisions of this Clause:

(i) the initial Interest Period for a Loan will be the period from and including its Utilisation Date to and including the next Interest Payment Date; and

(ii) each subsequent Interest Period for a Loan will start on the expiry of the preceding Interest Period and end on the next Interest Payment Date.

(c) An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

(d) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

11.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day.

11.3 Consolidation

If two or more Interest Periods:

(a) relate to Loans made under the same Tranche; and

(b) end on the same date,

those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

12. Changes to the Calculation of Interest

12.1 Absence of quotations

Subject to Clause 12.2 (Market disruption), if LIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

12.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the COFACE Agent shall promptly notify the Parties thereof, and (subject to any alternative basis agreed as contemplated by Clause 12.3 (Alternative basis of interest or funding) below) the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the COFACE Agent by that Lender as soon as practicable and in any event by close of business on the date falling five Business Days prior to the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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(A) in the case of Tranche A, the aggregate of CIRR and any additional cost to that Lender of procuring funds to be made available to the Borrower at the CIRR rate in relation to that Loan; and

(B) in the case of Tranche B, the cost to that Lender of funding its participation in that Loan,

from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.

(b) If:

(i) the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than the relevant Base Rate; or

(ii) a Lender has not notified the COFACE Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the relevant Base Rate.

(c) In this Agreement:

Market Disruption Event means:

(i) solely in respect of Tranche B Loans, at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Base Reference Banks supplies a rate to the COFACE Agent to determine LIBOR for the relevant Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the COFACE Agent receives notifications from a Lender or Lenders (whose participations in Loans exceed 33⅓% of the Loans) that the cost to it of:

(A) in the case of Tranche A, procuring funds to be made available to the Borrower at the CIRR rate; or

(B) in the case of Tranche B, funding its participation in the Loans,

from whatever source it may reasonably select would be in excess of LIBOR.

12.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the COFACE Agent or the Borrower so requires, the COFACE Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

12.4 Break Costs

(a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the Interest Payment Date or the last day of an Interest Period for that Loan or Unpaid Sum.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the COFACE Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

13. Fees

13.1 Commitment fee

(a) The Borrower shall pay to the COFACE Agent (for the account of each Lender) a fee computed at the rate of 0.80% per annum on that Lender's Available Commitment.

(b) The commitment fee accrues on a daily basis from the Signing Date on the daily average undrawn and uncancelled Commitments (on the actual number of days elapsed, including the first and excluding the last days of the period), and the accrued commitment fee is payable on the last day of each successive period of six Months which ends during the Availability Period, on the last day of the Availability Period and on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

13.2 Arrangement/up-front fee

The Borrower shall pay to each Mandated Lead Arranger and Bookrunner and each Lead Arranger an arrangement fee or up-front fee in the amount and at the times agreed between the Borrower and each such Administrative Party in the relevant Fee Letter.

13.3 Agency fee

The Borrower shall pay to the COFACE Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.4 Security Agent fee

The Borrower shall pay to the Security Agent (for its own account) the Security Agent fee in the amount and at the times agreed in a Fee Letter.

14. Tax Gross Up and Indemnities

14.1 Definitions

In this Agreement:

Excluded Taxes means, with respect to any Finance Party or any other recipient of any payment to be made by or on account of any obligation of an Obligor hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized, in which its principal office is located or, in the case of any Lender, in which its Facility Office is located, or in which it is engaged in business (other than any business in which such person is deemed to engage solely by reason of the transactions contemplated by this Agreement and the other Finance Documents or enforcement of rights hereunder or thereunder), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which an Obligor is located, or (c) any Taxes imposed under Sections 1471 through 1474 of the Code and any regulations thereunder or official interpretations thereof.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Qualifying Lender means, in respect of payments of Interest made by or on behalf of a U.S. Borrower, each Lender that is:

(a) a United States person that supplies to the COFACE Agent for transmission to the Obligor making such payments two original copies of IRS Form W-9 (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its status as a United States person;

(b) a Lender eligible for the benefits of a tax treaty with the United States of America that supplies to the COFACE Agent for transmission to the Obligor making such payments two original copies of IRS Form W-8BEN (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its entitlement to receive such payments without any deduction or withholding in respect of United States federal income Taxes under such tax treaty;

(c) entitled to receive such payments without deduction or withholding of any United States federal income Taxes as a result of such payments being effectively connected with the conduct by such Lender of a trade or business within the United States that supplies to the COFACE Agent for transmission to the Obligor making such payments two original copies of IRS Form W-8ECI (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying that such payments are effectively connected with the conduct by that Lender of a trade or business within the United States;

(d) entitled to receive such payments without deduction or withholding of any United States federal income Taxes under the "portfolio interest" exemption under Section 881(c) of the Code that supplies to the COFACE Agent for transmission to the Obligor making such payments two original copies of IRS Form W-8BEN (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) claiming exemption from withholding in respect of such payments under the portfolio interest exemption, along with a statement certifying that such Lender (A) is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, (B) is not a "10 - percent shareholder" of the relevant US Borrower within the meaning of Section 881(c)(3)(B) of the Code and (C) is not a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code with respect to which the relevant U.S. Borrower is a "United States shareholder";

(e) entitled to receive such payments without deduction or withholding of any United States federal income Taxes under another applicable exemption that supplies to the COFACE Agent for transmission to the Obligor making such payments two original copies of such other applicable form prescribed by the IRS certifying as to such Lender's entitlement to exemption from United States withholding Tax with respect to such payments; or

(f) an Original Lender acting through a Facility Office resident for tax purposes in Italy;

and for purposes of this paragraph, in the case of a Lender that is not treated as the beneficial owner of the payment (or a portion thereof) under the Code, the term "Lender" shall mean the person who is so treated as the beneficial owner of the payment (or portion thereof).

Unless a contrary indication appears, in this Clause 14 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

14.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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(b) The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the COFACE Agent accordingly. Similarly, a Lender shall notify the COFACE Agent on becoming so aware in respect of a payment payable to that Lender. If the COFACE Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of (i) any Excluded Tax, or (ii) any Tax imposed by the U.S., if on the date on which the payment falls due, the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant taxing authority.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the COFACE Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

14.3 Tax indemnity

(a) The Borrower shall within three Business Days of demand by the COFACE Agent pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Excluded Tax assessed on a Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

(B) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the COFACE Agent of the event which will give, or has given, rise to the claim, following which the COFACE Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3, notify the COFACE Agent.

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14.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

14.5 Stamp taxes

The Borrower shall pay and, within three Business Days of demand and provision of supporting documentation, indemnify each Secured Party and Administrative Party against any cost, loss or liability that Secured Party or Administrative Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

14.6 VAT

(a) All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier Party) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier Party (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier Party (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 14.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

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15. Increased Costs

15.1 Increased costs

(a) Subject to Clause 15.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the COFACE Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the COFACE Agent of the event giving rise to the claim, following which the COFACE Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the COFACE Agent, provide a certificate confirming the amount of its Increased Costs.

15.3 Exceptions

Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied);

(c) compensated for by the payment of the Mandatory Cost;

(d) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(e) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

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16. Other Indemnities

16.1 Currency indemnity

(a) U.S. Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document (except for any payment in respect of costs, expenses or Taxes which shall be made in the currency in which the costs, expenses or Taxes are incurred). If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Administrative Party and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2 Other indemnities

(a) The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among the Finance Parties);

(iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower.

(b) The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Facility or the funding of the NEXT System (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

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16.3 Indemnity to the COFACE Agent

The Borrower shall promptly indemnify the COFACE Agent against any cost, loss or liability incurred by the COFACE Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

16.4 Indemnity to the Security Agent and U.S. Collateral Agent

(a) Each Obligor shall promptly indemnify the Security Agent and the U.S. Collateral Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

(i) the taking, holding, protection or enforcement of the Transaction Security,

(ii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, the U.S. Collateral Agent and each Receiver and Delegate by the Finance Documents or by law; or

(iii) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

(b) The Security Agent and the U.S. Collateral Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 16.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

17. Mitigation by the Lenders

17.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs) or paragraphs 3 and 4 (as applicable) of Schedule 7 (Mandatory Cost Formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2 Limitation of liability

(a) The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

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18. Costs and Expenses

18.1 Transaction expenses

The Borrower shall promptly upon demand pay to each Administrative Party the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent or the U.S. Collateral Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of:

(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b) any other Finance Documents executed after the date of this Agreement.

Any such claims for costs and expenses incurred by a Finance Party pursuant to this Clause 18.1 (Transaction expenses) shall be accompanied by reasonable supporting documentation and evidence in respect thereof.

18.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 30.8 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse each of the COFACE Agent, the Security Agent and the U.S. Collateral Agent for the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by the COFACE Agent, the Security Agent and the U.S. Collateral Agent (and, in the case of the Security Agent or the U.S. Collateral Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Any such claims for costs and expenses incurred by a Finance Party pursuant to this Clause 18.2 (Amendment costs) shall be accompanied by reasonable supporting documentation and evidence in respect thereof.

18.3 Enforcement and preservation costs

The Borrower shall, within three Business Days of demand, pay to each Administrative Party and each other Secured Party the amount of all out-of-pocket costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent or the U.S. Collateral Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

18.4 Advisers

(a) Following consultation with (or at the request of) the Borrower and with the prior approval of the Majority Lenders, the COFACE Agent may:

(i) to the extent it reasonably determines necessary, appoint additional advisers to act on behalf of the Finance Parties in relation to the Facility (provided that the Borrower has given its prior approval with respect to the amount of fees payable to any such additional adviser); and

(ii) if any Adviser resigns or its appointment otherwise ceases or is terminated, appoint a replacement Adviser if it reasonably determines that such replacement is necessary (provided that any fees payable to such replacement Adviser shall be substantially consistent with the fees paid to the resigning or terminated Adviser).

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(b) The Borrower must pay to the COFACE Agent the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by the COFACE Agent in connection with any appointment under this Clause.

(c) If the Majority Lenders are unable to agree on the appointment of a replacement Adviser within 10 days of notification to them by the COFACE Agent of alternative advisers, the COFACE Agent may appoint any replacement Adviser as it thinks fit.

(d) The Borrower must co-operate in good faith with each Adviser. If the Borrower is required to supply any information to the COFACE Agent under this Agreement and the COFACE Agent so requests, the Borrower must supply a copy of that information to each Adviser.

(e) Subject to paragraph (a) above and Clause 18.5 (Limitation on reimbursement of advisers’ fees), the Borrower must pay to the COFACE Agent the amount of all fees, costs and expenses (including any value added tax) payable by the COFACE Agent to any Adviser.

18.5 Limitation on reimbursement of advisers’ fees

For the purposes of this Clause 18 (Costs and Expenses), the Borrower shall only be required to reimburse the fees of one law firm in each relevant jurisdiction, one tax adviser in each relevant jurisdiction, one technical adviser, one commercial adviser and one insurance adviser for the Finance Parties (other than the Security Agent, the U.S. Collateral Agent and the Account Bank which may appoint their own legal counsel).

19. Guarantee and Indemnity

19.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

19.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

19.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored or returned in bankruptcy, insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

19.4 Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by, and each Guarantor irrevocably waives any defence it may have by virtue of, an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, forbearance, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NEXT Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

19.5 Guarantor Intent

Without prejudice to the generality of Clause 19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

19.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.7 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 19.

19.8 Deferral of Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the COFACE Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the COFACE Agent or as the COFACE Agent may direct for application in accordance with Clause 30 (Payment Mechanics).

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

19.9 Release of Guarantors' right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

19.10 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

19.11 Guarantee Limitations

This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Companies Act 2006 or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation or organization of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.

19.12 U.S. Guarantors

(a) In this Subclause:

(i) fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;

(ii) U.S. Guarantor means any Guarantor that is a U.S. Debtor; and

(iii) terms used in this Subclause are to be construed in accordance with Bankruptcy Law and fraudulent transfer laws.

(b) Each U.S. Guarantor, and by its acceptance of this guarantee, the COFACE Agent and each other Finance Party, hereby confirms that it is the intention of all such parties that this guarantee and the obligations of each U.S. Guarantor hereunder do not constitute a fraudulent transfer or conveyance for purposes of U.S. Bankruptcy Law and any fraudulent transfer laws to the extent applicable to this guarantee and the obligations of the U.S. Guarantors hereunder. To effectuate the foregoing intention, the COFACE Agent and the other Finance Parties and each U.S. Guarantor hereby irrevocably agree that the obligations of each U.S. Guarantor under this guarantee at any time shall be limited to the maximum amount that will result in the obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.

(c) Each U.S. Guarantor acknowledges that:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

(ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and

(iii) each Finance Party has acted in good faith in connection with the guarantee given by that U.S. Guarantor and the transactions contemplated by the Finance Documents.

20. Representations

20.1 General

Except in the case of Clause 20.14 (Original Financial Statements) where such representation and warranty is made solely by the Parent, each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party for itself (and, in the case of Clause 20.2 (Status), Clause 20.4 (Non-conflict with other obligations), Clause 20.16 (No breach of laws), Clause 20.28(a) and (b) (Compliance with United States laws) for itself and, to the extent that the Excluded Company is at such time a Subsidiary, on behalf of the Excluded Company, and in the case of Clause 20.19 (Security and Financial Indebtedness) and paragraph (b) of Clause 20.6 (Validity and admissibility in evidence), for itself and on behalf of any member of the NEXT Group which is its Subsidiary).

20.2 Status

(a) It is a limited liability company or corporation, duly organized or incorporated and validly existing under the law of its jurisdiction of organization or incorporation.

(b) It has the power to own its assets and carry on its business as it is being conducted in all material respects.

20.3 Binding obligations

Subject to the Legal Reservations:

(a) the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations; and

(b) without limiting the generality of paragraph (a) above, each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

20.4 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument where such circumstance has or is reasonably likely to have a Material Adverse Effect.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

20.5 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

(b) No limit on its powers will be exceeded as a result of the borrowing, grant of Transaction Security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

20.6 Validity and admissibility in evidence

(a) All Authorisations required:

(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(ii) to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except for any Authorisation not required by applicable law to be obtained as of the date of this Agreement or (other than in respect of a Finance Document or a Material Communications Licence falling within subparagraphs (i) or (ii) of the definition thereof) where the failure to obtain or effect would not reasonably be expected to have a Material Adverse Effect.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the NEXT Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

20.7 Communication Licences

(a) Except as otherwise indicated therein, Schedule 18 (Communications Licences) accurately and completely lists, as of the date of this Agreement, for each member of the NEXT Group, all Material Communications Licences (and the expiration dates thereof) granted or assigned to any member of the NEXT Group.

(b) The Material Communications Licences set out in Schedule 18 (Communications Licences) include all material authorisations, licences and permits issued by the FCC or any other Governmental Authority that are required or necessary for the operation and the conduct of the business of the NEXT Group, as now conducted. Each Material Communications Licence is expected to be renewed and no Obligor has knowledge of any reason why such Material Communications Licence would not be renewed. To the knowledge of such Obligor, each relevant member of the NEXT Group has filed (or has obtained an extension of time to file) or will timely file all material applications with the FCC necessary for the business of the NEXT Group and it is not aware of any reason why such applications should not be granted.

(c) Except as otherwise indicated therein, each Material Communications Licence set out in Schedule 18 (Communications Licences) is issued in the name of the member of the NEXT Group indicated on such schedule.

(d) Each Material Communications Licence is in full force and effect.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(e) Except for restrictions or conditions that appear on the face of the Material Communications Licences, and except for restrictions or conditions that pertain to the FCC Licenses under generally applicable rules of the FCC or any other Governmental Authority, including those pertaining to satellite and common carrier radio licenses, no Obligor has knowledge of any restrictions or conditions on the Material Communications Licenses that would limit in any material respect the operation and the conduct of the business of the NEXT Group, as now conducted.

(f) To the knowledge of such Obligor, each licenced communications facility of the NEXT Group has been and is being operated in all material respects in accordance with the terms and conditions of the Communications Licence applicable to it and law applicable generally to telecommunications activities of the type, nature, class or location of the activities in question, including but not limited to the Communications Act and the rules and regulations issues thereunder.

(g) No proceedings are pending or, to the knowledge of such Obligor, are threatened before the FCC or any other Governmental Authority in respect of any Material Communications Licence which could reasonably be expected to have a Material Adverse Effect.

20.8 UK establishment

It has not registered a UK establishment or place of business with the Registrar of Companies under the Overseas Companies Regulations 2009 or Part 23 of the Companies Act 1985.

20.9 Governing law and enforcement

(a) Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.10 Insolvency

(a) Each of the Parent, Iridium Holdings LLC and the Borrower is Solvent, and no other Obligor has knowledge that it is not Solvent.

(b) No:

(i) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings); or

(ii) creditors' process described in Clause 24.8 (Creditors' process),

has been taken or, to the knowledge of any Obligor, threatened; and none of the circumstances described in Clause 24.6 (Insolvency) applies to any Obligor.

20.11 No filing or stamp taxes

Under the laws of its Relevant Jurisdiction, it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

20.12 No default

(a) No Event of Default and, on the date of this Agreement and the Initial CP Satisfaction Date, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or is reasonably likely to have a Material Adverse Effect.

20.13 No misleading information

Save as disclosed in writing to the COFACE Agent and the Original Lenders prior to the date of this Agreement:

(a) any factual information contained in any Budget or Business Plan was, when taken as a whole, true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

(b) the Base Case was and each Budget and Business Plan has been prepared on the basis of then-recent or, in the case of the Budget and Business Plan, recent historical information and good faith estimates and assumptions believed to be reasonable in light of the circumstances at the time made and, except in the case of the Base Case and the Business Plan, have been approved by the board of directors of the Parent (it being understood by the Finance Parties that any such statements, estimates, financial information or projections as they relate to future events are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the control of the NEXT Group, and that actual results during the period or periods covered by such financial information or projections may differ from the projected results set forth therein by a material amount and that no representation or warranty is made that any such statements, estimates or projections will actually be realized);

(c) other than the information described in paragraph (b) above, all material written information provided to a Finance Party by or on behalf of the Parent or the Borrower in connection with the transactions contemplated by the Finance Documents on or before the date of this Agreement and not superseded before that date (including the NEXT Group Structure Chart) is, when taken as a whole, accurate and not misleading in any material respect (it being understood by the Finance Parties that any such statements, estimates, financial information or projections as they relate to future events contained in any such information are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the control of the NEXT Group, and that actual results during the period or periods covered by such financial information or projections may differ from the projected results set forth therein by a material amount and that no representation and warranty is made that any such statements, estimates or projections will actually be realized); and

(d) all other written information provided by or on behalf of any Obligor to a Finance Party or to an Adviser pursuant to this Agreement was, when taken as a whole, true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect (it being understood by the Finance Parties that any such statements, estimates, financial information or projections as they relate to future events are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the control of the NEXT Group, and that actual results during the period or periods covered by such financial information or projections may differ from the projected results set forth therein by a material amount and that no representation or warranty is made that any such statements, estimates or projections will actually be realized).

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

20.14 Original Financial Statements

Solely in respect of the Parent:

(a) its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the COFACE Agent in writing to the contrary;

(b) its unaudited Original Financial Statements fairly represent in all material respects its financial condition and results of operations for the relevant financial quarter unless expressly disclosed to the COFACE Agent in writing to the contrary prior to the date of this Agreement;

(c) its audited Original Financial Statements give a true and fair view and represent in all material respects its financial condition and results of operations during the relevant financial year unless expressly disclosed to the COFACE Agent in writing to the contrary prior to the date of this Agreement;

(d) its most recent financial statements delivered pursuant to Clause 21.1 (Financial statements):

(i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and

(ii) give a true and fair view of (if audited) or fairly present (if unaudited) in all material respects its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate; and

(e) since the date of the most recent financial statements delivered pursuant to Clause 21.1 (Financial statements) there has been no change in the business, assets or financial condition of the NEXT Group which has or is reasonably likely to have a Material Adverse Effect.

20.15 No proceedings pending or threatened

No litigation, claim (including any Environmental Claim), arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.

20.16 No breach of laws

(a) As of the date of this Agreement, it is in compliance (to the extent now required) in all material respects with any applicable laws or regulations binding on it.

(b) It is in compliance with, and will not use the proceeds of the Loans or otherwise make available such proceeds, directly or indirectly, to any person in violation of, (i) the Trading with the Enemy Act, as amended, (ii) any foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any ruling issued thereunder or any enabling legislation or executive order relating thereto, (iii) the anti-money laundering provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001), (iv) the Iran Sanctions Act of 1996 as amended by the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, (50 USC 1701 note) and (v) the Money Laundering Control Act of 1986, 18 USC sect. 1956.

90
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) It (i) is not a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order No. 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) does not engage in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of such Section 2, and (iii) is not a person on the list of Specially Designated Nationals and Blocked Persons or controlled by a person on such list or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or related executive order.

20.17 Environmental laws

It is in compliance with Clause 23.3 (Environmental compliance) and to the best of its knowledge and belief no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

20.18 Taxation

(a) It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax of $5,000,000 (or its equivalent in any other currency) or more, except those Taxes which are the subject of a Good Faith Contest.

(b) No claims or investigations (other than routine audits) are being, or are reasonably likely to be, made or conducted against it with respect to Taxes that would be reasonably likely to have a Material Adverse Effect.

20.19 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or (to its knowledge) future assets of any member of the NEXT Group other than as permitted by this Agreement.

(b) No member of the NEXT Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

20.20 Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security (except for any Permitted Security).

20.21 Good title to assets

It has a good, valid and marketable title to, or valid leases or licences to use, the assets necessary to carry on its business as presently conducted in all material respects and to implement the NEXT System in accordance with the Transaction Documents in all material respects.

20.22 Immunity

(a) The entry into by it of each Transaction Document constitutes, and the exercise by it of its rights and performance by it of its obligations under each Transaction Document will constitute, private and commercial acts performed for private and commercial purposes.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of organization or incorporation in relation to any Transaction Document.

20.23 Legal and beneficial ownership

It is the sole legal and beneficial owner of the respective assets over which it purports to grant the Transaction Security.

20.24 Shares and Material Companies

(a) The shares of the Obligors (other than the Parent) which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. Except for any restrictions relating to (i) notifications, consents or waivers given or received as of the Signing Date, or (ii) compliance with applicable law, the constitutional documents of the Obligors (other than the Parent) whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Obligor (other than the Parent), including any option or right of pre-emption or conversion.

(b) To the Parent's knowledge, as at the date of this Agreement, each shareholder holding more than five per cent. of the issued shares of the Parent and their respective shareholdings are as set out in Schedule 25 (Shares and Material Companies), and no "person" or "group" (within the meaning of Rule 13(d) of the Securities Exchange Act of 1934 and the related rules of the U.S. Securities and Exchange Commission) has the right to direct or cause the direction of the management and policies of the Parent, whether through ownership of voting securities, by contract or otherwise.

(c) As at the date of this Agreement, Schedule 25 (Shares and Material Companies) lists all Material Companies.

20.25 Intellectual Property

It:

(a) is the legal and beneficial owner of or has licensed to it all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted except where it would not reasonably be likely to have a Material Adverse Effect;

(b) does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and

(c) has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it except where the failure to do so would not reasonably be likely to have a Material Adverse Effect.

20.26 NEXT System Documents

(a) The NEXT System Documents contain all the terms of the material contractual arrangements relevant to the construction and launch of the NEXT Constellation.

(b) As at the date of this Agreement:

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(i) each copy of a NEXT System Document delivered to the COFACE Agent pursuant to Clause 4 (Conditions of Utilisation) is true and complete in all material respects;

(ii) there is no other agreement in connection with, or arrangements which amend, supplement or affect any Material NEXT System Document; and

(iii) there is no dispute in connection with any Material NEXT System Document:

(A) in respect of which any contractual dispute resolution provision has been enlivened or invoked; or

(B) which is otherwise material,

and no dispute with any NEXT System Document that could reasonably be expected to have a Material Adverse Effect.

(c) Each NEXT System Document is in full force and effect and is enforceable in accordance with its terms except (i) for any NEXT System Document which has expired or terminated in accordance with its terms as permitted under the Finance Documents or which is not required to be in effect at the relevant time, or (ii) for any NEXT System Document (other than a Material NEXT System Document) where the failure to be in full force and effect would not reasonably be likely to have a Material Adverse Effect.

(d) No Obligor is in breach of any NEXT System Document in any material respect.

20.27 Block One health

As of the date of this Agreement and on the First Utilisation Date:

(a) the Average Call Establishment Rate is no less than [***] per cent.; and

(b) no Obligor is aware of any information that would serve to support the accelerated [***] of the [***] at a rate or to an extent greater than any rate of [***] described in the [***]

20.28 Compliance with United States laws

(a) It is not an "investment company" as defined in, or subject to regulation under, the United States Investment Company Act of 1940 (as amended).

(b) It is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (within the meaning of Regulation U issued by the Federal Reserve Board) and no part of the proceeds of any Loan will be used, directly or indirectly, and whether immediately, incidentally or ultimately, to buy or carry, or to extend credit to others to buy or carry, any such “margin stock”. No part of the proceeds of any Loan will be used, whether directly or indirectly and whether immediately, incidentally or ultimately, for any purpose which entails a violation of or which is inconsistent with Regulations U or X promulgated by the Board of Governors of the Federal Reserve System (12 C.F.R. Sections 221 and 224, respectively).

(c) There are no Plans and neither the Obligors nor their ERISA Affiliates have any liability, contingent or otherwise, with respect to any Plans.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

20.29 Times when representations made

(a) All the representations and warranties in this Clause 20 are made by each Original Obligor on the date of this Agreement.

(b) Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Initial CP Satisfaction Date and (except for the representations and warranties in Clauses 20.10(a) (Insolvency), 20.18 (Taxation) and 20.24 (Shares and Material Companies)) the date of each Utilisation Request and on each Utilisation Date and, in the case of the Repeating Representations only, on the first day of each Interest Period (except that (i) those contained in Clause 20.13 (No misleading information) are only to be made with respect to any subsequent and new information delivered since the last period where the applicable representation and warranty is made or deemed to be made and (ii) those contained in paragraphs (a) to (c) of Clause 20.14 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement). To the extent that any schedule referred to in this Clause 20 shall need to be updated in order to permit any such representation and warranty to be true and correct when made or deemed made, the Borrower shall provide the COFACE Agent with such updated schedule in writing prior to the date such representation is made or deemed made which, upon written approval of the COFACE Agent, shall be deemed incorporated in the relevant representation and warranty.

(c) All the representations and warranties in this Clause 20 except Clauses 20.13 (No misleading information), Clause 20.26 (NEXT System Documents), Clause 20.27 (Block One health) and Clause 20.14 (Original Financial Statements) are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.

(d) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made, except those representations and warranties that specifically refer to an earlier date.

21. Information Undertakings

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1 Financial statements

The Borrower shall supply to the COFACE Agent in sufficient copies for all the Lenders:

(a) as soon as they are available, but in any event within 120 days after the end of each of the Parent's Financial Years, the Parent's audited consolidated financial statements for that Financial Year (together with consolidating information prepared in connection with such financial statements that explains in reasonable detail the differences between the information relating to the Parent and the other members of the NEXT Group, on the one hand (the NEXT Group Other Financial Information), and the information relating to the Excluded Company on a stand-alone basis, on the other hand, such that any effects of the consolidation of the Excluded Company with the Group is disregarded (together with the NEXT Group Other Financial Information, the Other Financial Information), certified by the Auditors of the consolidated financial statements in substantially the form set out in Schedule 13 (Form of Auditors' Report);

(b) as soon as they are available, but in any event within 45 days after the end of each Financial Quarter of each of the Parent's Financial Years:

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(i) the Parent's consolidated financial statements for that Financial Quarter (together with the Other Financial Information prepared in connection with such financial statements); and

(ii) all management discussion and analysis, earnings releases and related documents which accompany such financial statements.

21.2 Provision and contents of Compliance Certificate

(a) The Borrower shall supply a Compliance Certificate to the COFACE Agent with:

(i) each set of the Parent's audited consolidated Annual Financial Statements, together with the Other Financial Information prepared in connection therewith; and

(ii) each set of the Parent's consolidated Quarterly Financial Statements(together with the Other Financial Information prepared in connection therewith) required to be delivered in respect of a Financial Quarter ending on or around a 30 June Calculation Date.

(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants), including the amount of any Ancillary Cashflows, Cumulative Cashflows and the Available Cure Amount in respect of the relevant Calculation Period.

(c) Each Compliance Certificate shall be signed by an authorized officer of the Parent.

21.3 Requirements as to financial statements

(a) The Borrower shall procure that each set of Annual Financial Statements and Quarterly Financial Statements is in the form filed with the U.S. Securities and Exchange Commission. In addition the Parent shall procure that:

(i) each set of Annual Financial Statements including the Other Financial Information, shall be audited by the Auditors; and

(ii) each set of Quarterly Financial Statements including the Other Financial Information, shall be reviewed by the Auditors.

(b) Each set of financial statements delivered pursuant to Clause 21.1 (Financial statements):

(i) shall be certified by an authorized officer of the Parent as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations for the applicable period then ended and, in the case of the Annual Financial Statements, shall be accompanied by (x) any letter addressed to the management of the Parent by the Auditors and accompanying those Annual Financial Statements, (y) the Other Financial Information prepared in connection with and accompanying those Annual Financial Statements, and (z) a report addressed to the Parent (and which may be relied upon by the COFACE Agent and the Lenders) by the Auditors, in substantially the form set out in Schedule 13 (Form of Auditors' Report); and

(ii) shall be prepared using the Accounting Principles unless, in relation to any set of financial statements, the Borrower notifies the COFACE Agent that there has been a change in the Accounting Principles and the Borrower and/or the Auditors deliver to the COFACE Agent:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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(A) a description of any change necessary for those financial statements to reflect the Accounting Principles upon which the Original Financial Statements were prepared; and

(B) sufficient information, in form and substance as may be reasonably required by the COFACE Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with, to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

21.4 Budget and Business Plan

(a) The Borrower shall supply to the COFACE Agent in sufficient copies for all the Lenders:

(i) as soon as available but in any event within 90 days after the start of each of its Financial Years starting in 2011, an annual Budget for that financial year; and

(ii) as soon as available but in any event by no later than November 30, 2012 and each November 30^th thereafter prior to the start of each of its Financial Year, an updated Business Plan for the period from the start of that Financial Year to the Final Maturity Date.

(b) The Borrower shall ensure that each Budget:

(i) includes a projected consolidated profit and loss, balance sheet and cashflow statement, each of which (including the Budget) shall be substantially in the form set out in Schedule 4 (Form of Budget) for the NEXT Group and projected financial covenant calculations;

(ii) is prepared assuming accounting principles and practices and assumptions which are disclosed in reasonable detail in the relevant public filings of the Parent with the U.S. Securities and Exchange Commission and, if the Borrower implements a change in the Accounting Principles that affects the manner in which the Budget is calculated, the Borrower shall deliver to the COFACE Agent a description of such change and sufficient information to enable the Lenders to make a fair comparison to the Base Case and the financial statements most recently delivered; and

(iii) has been approved by the board of directors of the Parent.

(c) If the Borrower updates or changes the Budget, it shall within not more than 10 Business Days of the update or change being made deliver to the COFACE Agent, in sufficient copies for each of the Lenders, such updated or changed Budget together with a written summary of the main changes in that Budget.

21.5 Year-end

The Parent shall not, without prior written notice to the COFACE Agent, change its Accounting Reference Date.

21.6 NEXT System Documents

(a) The Borrower must supply to the COFACE Agent:

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(i) a report confirming that the Borrower has reviewed the Technical Adviser’s Quarterly Report and that, subject to any discrepancies and exceptions specifically detailed in the Borrower's report, the Borrower agrees in all material respects with the Technical Adviser's Quarterly Report and the Technical Adviser's Quarterly Report does not include any information that renders it untrue or misleading in any material respect and the Borrower is not aware of any material fact or circumstance relevant to the interests of the Lenders which was not addressed in the Technical Adviser's Quarterly Report; and

(ii) semi-annual reports on the status of all Secondary Payload Contracts (including details as to whether such Secondary Payload Contracts are projected, under negotiation, committed or signed) and the projected revenues thereunder (a Secondary Payload Status Report).

This information must be supplied by the Borrower as soon as it is available and in any event in the case of paragraph (a)(i) above, within thirty (30) days after the Borrower's receipt of the Technical Adviser’s Quarterly Report and in the case of paragraph (a)(ii) above, within thirty (30) days after the end of each Financial Year and the end of each Financial Quarter ending on 30 June. The form of the Secondary Payload Status Report shall be in substantially the form set out in Schedule 26 (Form of Secondary Payload Status Report).

(b) If as of 31 December 2013 (based on the Secondary Payload Status Report most recently delivered or otherwise) the total amount of committed Secondary Payload Cashflows payable to the Obligors pursuant to binding Secondary Payload Contracts is less than $[***], the Borrower shall promptly enter into good faith discussions with the COFACE Agent and the Lenders for a period of up to six months in order to discuss the steps being taken by the Borrower in respect of any consequential funding gap in order to achieve NEXT System Completion on or prior to the NEXT System Completion Long-Stop Date.

(c) The Borrower must promptly notify the COFACE Agent of:

(i) any material claim it may have under any indemnity or provision for liquidated damages under any Material NEXT System Document;

(ii) any change of work which the Borrower wishes to request or agree to or which is mandatory under any Material NEXT System Document and which is reasonably likely to:

(A) increase:

I. with respect to the Satellite Supply Contract, the Contract Amount by more than $10,000,000; or

II. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,

(or in each case its equivalent in any other currencies); or

(B) result in NEXT System Completion not occurring on or prior to the Scheduled Completion Date or delay the completion of any Milestone by 3 months or more; or

(C) be material to the design or implementation of the NEXT System or have an adverse effect on the interest of the Lenders in any material respect;

(iii) any reduction in the Contract Amount;

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(iv) any delay excuse, any material change (actual or proposed) in the work programme under any Material NEXT System Document and any other event which is reasonably likely to delay NEXT System Completion beyond the Scheduled Completion Date; and

(v) the occurrence of In-Orbit Acceptance of each Satellite.

(d) The Borrower must supply to the COFACE Agent:

(i) promptly upon becoming aware of them, details of any material amendment or waiver (and any proposal for such amendment or waiver) of, and any termination events, force majeure events, notices of termination, or change or stop work orders under, any Material NEXT System Document or the Government Revenue Contract, and any termination events, force majeure events or notices of termination under, any other NEXT System Document which could reasonably be expected to have a Material Adverse Effect;

(ii) copies of notices of any material breach of, or any dispute under any Material NEXT System Document:

(A) in respect of which any contractual dispute resolution provision has been enlivened or invoked; or

(B) which is otherwise material.

(e) Notwithstanding the foregoing or any other provision herein to the contrary, the Borrower shall not be required to provide and disclose any information, reports, notices, documents and communications that would violate any applicable law or order or any nondisclosure or confidentiality agreement to which the Borrower or any member of the NEXT Group is a party.

21.7 Notices Concerning Communications Licences

The Borrower must supply to the COFACE Agent promptly (but in no event later than ten (10) Business Days after any responsible officer of the Borrower obtains knowledge thereof) written notice of:

(a) the replacement, extension, or renewal of any Material Communications Licence, and the issue of any Material Communications Licence not listed in Schedule 18 (Communications Licences);

(b) any material citation, notice of violation or order to show cause issued by the FCC or any Governmental Authority with respect to any Material Communications Licence;

(c) if applicable, a copy of any notice or application by the Borrower requesting authority to or notifying the FCC of its intent to cease telecommunications operations for any period in excess of ten (10) days; or

(d) notice of any other action, proceeding or other dispute, which, if adversely determined, could reasonably be expected to result in the loss or revocation of any Material Communications Licence; and

(e) any lapse, loss, modification, suspension, termination or relinquishment of any Material Communications Licence, or any failure of the FCC or other Governmental Authority to renew or extend any such Material Communications Licence to the extent such failure could reasonably be expected to have a Material Adverse Effect.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

21.8 Information: miscellaneous

The Borrower shall supply to the COFACE Agent (in sufficient copies for all the Lenders, if the COFACE Agent so requests):

(a) copies of all documents filed by the Parent with the U.S. Securities and Exchange Commission;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the NEXT Group, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;

(c) promptly upon becoming aware of the relevant claim, the details of:

(i) any claim which is current, threatened or pending against any person in respect of the NEXT System Documents (and, in the case of a NEXT System Document other than a Material NEXT System Document, which are reasonably likely to have a Material Adverse Effect if adversely determined);

(ii) any notice of any violation of any applicable law received by any member of the NEXT Group thereof from any Governmental Authority including, without limitation:

(A) any notice of violation of any Environmental Law and the details of any Environmental Claim which are current, threatened or pending against any member of the NEXT Group; and

(B) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the NEXT Group,

in each case where such violation or claim, if determined against that member of the NEXT Group, could reasonably be expected to have a Material Adverse Effect; and

(iii) any expropriation, disposal or insurance claim which may require a prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) or 8.3 (Launch Insurance Proceeds);

(d) promptly upon becoming aware of it, details of any risk that makes it reasonably likely that the Borrower will require the use of a back-up launch provider pursuant to Schedule 22 (Back-Up Launch Strategy);

(e) promptly, such information as the Security Agent or the U.S. Collateral Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;

(f) promptly on request, such further information regarding the financial condition, assets and operations of the NEXT Group and/or any member of the NEXT Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement as any Finance Party through the COFACE Agent may reasonably request); and

(g) promptly upon becoming aware of it, details of:

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(i) any Reportable Event;

(ii) the termination of or withdrawal from, or any circumstances reasonably likely to result in the termination of or withdrawal from any Plan; and

(iii) a claim or other communication alleging material non-compliance with any law or regulation relating to any Plan which is reasonably likely to have a Material Adverse Effect.

21.9 Notification of default

(a) Each Obligor shall notify the COFACE Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the COFACE Agent, the Borrower shall supply to the COFACE Agent a certificate signed by an authorised officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.10 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor (other than the Parent) after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the COFACE Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each relevant Obligor shall promptly upon the request of the COFACE Agent (for itself or on behalf of any Lender (including any prospective new Lender)) supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the COFACE Agent (for itself or on behalf of any Lender (including any prospective new Lender) in order for the COFACE Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents (to the extent that such documentation and other evidence is within its possession or control or can be obtained using reasonable endeavours).

(b) Each Lender shall promptly upon the request of the COFACE Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the COFACE Agent (for itself) in order for the COFACE Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

22. Financial Covenants

22.1 Financial condition

The Borrower shall ensure that:

(a) From the date of this Agreement until the Final Maturity Date:

(i) Cash Balance: the aggregate of the Available Cash standing to the credit of the Revenue Accounts is at least equal to $25,000,000.

(ii) Debt to Equity Ratio: the Debt to Equity Ratio in respect of any Calculation Period shall not exceed 0.7:1.

(iii) Capital Expenditure: the aggregate Capital Expenditure of the NEXT Group (other than:

(A) Amounts funded by Excluded Insurance Proceeds in accordance with Clause 8.6 (Excluded proceeds); and

(B) Amounts payable (including by way of exercise of options) pursuant to the Satellite Supply Contract (as amended from time to time to the extent permitted pursuant to the terms of this Agreement) (such Capital Expenditure, Non-TAS Capital Expenditure),

in respect of any Financial Year specified in column 1 below shall not exceed the amount set out in column 2 below opposite that Financial Year (plus:

I. any Available Cure Amount; and

II. any Excluded Capital Raising Proceeds (other than in respect of the Non Eligible Capital Raising) received after the end of that Financial Year and prior to the due date for delivery of the Compliance Certificate in respect of the relevant Calculation Date pursuant to Clause 21.2 (Provision and contents of Compliance Certificate) (the Relevant Date) and not allocated for any other purpose,

in each case, which the Borrower elects (in the relevant Compliance Certificate) to allocate to Capital Expenditure for that Financial Year (provided that the aggregate amount of any Available Cure Amount and Excluded Capital Raising Proceeds allocated in all such elections prior to NEXT System Completion may not exceed $200,000,000)).

Column 1 Financial Year Ending	Column 2 Non-TAS Capital Expenditure ($M)
12/31/2012 12/31/2013 12/31/2014 12/31/2015	[***] [***] [***] [***]

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Column 1 Financial Year Ending	Column 2 Non-TAS Capital Expenditure ($M)
12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024	[***] [***] [***] [***] [***] [***] [***] [***] [***]

For each Financial Year, the amount set forth in column 2 shall be increased by any Maximum Headroom Amount for such Financial Year (without double counting with respect to any Available Cure Amount corresponding to an underspend of Capital Expenditure compared to the Base Case applied for a Calculation Date in such Financial Year).

For purposes of this Section 22.1(a)(iii):

Base Carry Forward Amount means the aggregate of all Unused Amounts for all prior years (or for all prior years since the Base Carry Forward Amount was last reduced to zero, if applicable), reduced (but not below zero) by any Used Base Carry Forward Amounts for all prior years (or for all prior years since the Base Carry Forward Amount was last reduced to zero, if applicable).

Base Case Amount means the amount set forth in column 2 above for the applicable Financial Year (prior to the addition of any Maximum Headroom Amount).

Headroom Amount means fifteen per cent. (15%) of the Base Case Amount for the applicable Financial Year.

Headroom Carry Forward Amount means the Headroom Amount for the immediately preceding Financial Year, reduced (but not below zero) by the Used Headroom Amount for the immediately preceding Financial Year.

Maximum Headroom Amount means, with respect to any Financial Year, the Total Carry Forward Amount plus the Headroom Amount for the applicable Financial Year.

Total Carry Forward Amount means, with respect to any Financial Year, the Base Carry Forward Amount plus the Headroom Carry Forward Amount.

Unused Amount means, with respect to any Financial Year, any excess of the Base Case Amount over Non-TAS Capital Expenditure.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Used Base Carry Forward Amount means, with respect to any Financial Year, any excess of Non-TAS Capital Expenditure over the Base Case Amount.

Used Headroom Amount means, with respect to any Financial Year, any excess of (a) Non-TAS Capital Expenditure over (b) the sum of the Base Case Amount plus the Total Carry Forward Amount.

This Clause 22.1(a)(iii) (Capital Expenditure) shall not apply in respect of any Financial Year following NEXT System Completion where (x) Leverage is less than 2.5:1 and (y) the DSCR is greater than 2:1.

(b) From the date of this Agreement until the later of (x) the date of In-Orbit Acceptance of at least 66 Satellites (as confirmed by the Technical Adviser); and (y) the First Repayment Date (the Cut-Off Date):

(i) Consolidated Operational EBITDA: Consolidated Operational EBITDA in respect of any Calculation Period specified in column 1 below (plus:

(A) any Available Cure Amount; and

(B) any Excluded Capital Raising Proceeds (other than in respect of the Non Eligible Capital Raising) received after the end of that Calculation Period and prior to the Relevant Date and not allocated for any other purpose,

in each case, which the Borrower elects (in the relevant Compliance Certificate) to allocate to Consolidated Operational EBITDA for that Calculation Period (provided that no such election may be made (A) in respect of any two consecutive Calculation Dates, or (B) more than twice prior to the Cut-Off Date, or (C) more than twice during the Repayment Period)),

is at least equal to the amount set out in column 2 below opposite that Calculation Date.

Column 1  Calculation Period expiring	Column 2  Consolidated Operational EBITDA ($M)
6/30/2012 12/31/2012 6/30/2013 12/31/2013 6/30/2014 12/31/2014 6/30/2015 12/31/2015 6/30/2016	[***] [***] [***] [***] [***] [***] [***] [***] [***]

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Column 1 Calculation Period expiring	Column 2 Consolidated Operational EBITDA ($M)
12/31/2016	[***]
6/30/2017	[***]

(ii) Secondary Payload Cashflows: the cumulative amount of Secondary Payload Cashflows received by the Obligors on or prior to any Calculation Date specified in column 1 below (plus:

(A) any Available Cure Amount corresponding to paragraph (a) of the definition of Ancillary Cashflows only; and

(B) any Excluded Capital Raising Proceeds (other than in respect of the Non Eligible Capital Raising) received after that Calculation Date and prior to the Relevant Date and not allocated for any other purpose,

in each case, which the Borrower elects (in the relevant Compliance Certificate) to allocate to Secondary Payload Cashflows for that Calculation Period),

is at least equal to the amount set out in column 2 below opposite that Calculation Date.

Column 1 Calculation Date	Column 2 Secondary Payload Cashflows ($M)
6/30/2012	[***]
12/31/2012	[***]
6/30/2013	[***]
12/31/2013	[***]
6/30/2014	[***]
12/31/2014	[***]
6/30/2015	[***]
12/31/2015	[***]
6/30/2016	[***]
12/31/2016	[***]
6/30/2017	[***]

(c) From the First Repayment Date to the Final Maturity Date:

(i) Debt Service Cover Ratio: the Debt Service Cover Ratio in respect of any Calculation Period shall not be less than 1:1.50.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) Leverage: Leverage in respect of any Calculation Period specified in column 1 below shall not exceed the ratio set out in column 2 below opposite that Calculation Period.

Column 1 Calculation Period expiring	Column 2 Leverage
6/30/2017	4.75 x
12/31/2017	4.25 x
6/30/2018	3.75 x
12/31/2018	3.25 x
6/30/2019	3.00 x
12/31/2019	2.75 x
6/30/2020	2.50 x
12/31/2020	2.50 x
6/30/2021	2.50 x
12/31/2021	2.50 x
6/30/2022	2.50 x
12/31/2022	2.50 x
6/30/2023	2.50 x
12/31/2023	2.50 x
6/30/2024	2.50 x
12/31/2024	2.50 x
6/30/2025	2.50 x

22.2 Financial testing

The financial covenants set out in Clause 22.1 (Financial condition) shall be calculated in accordance with the Accounting Principles (to the extent applicable) and tested by reference to the NEXT Group Other Financial Information prepared in connection with and accompanying each of the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 21.2 (Provision and contents of Compliance Certificate) (provided, however, the financial covenant set out in Clause 22.1(a)(iii) (Capital Expenditure) shall only be tested on a calendar year basis).

23. General Undertakings

The undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Authorisations and compliance with laws

23.1 Authorisations

Each Obligor shall and, to the extent that the Excluded Company is a Subsidiary, the Parent shall procure that the Excluded Company shall:

(a) maintain its existence (whether as a corporate entity, limited liability company or otherwise); and

(b) promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) upon request, supply certified copies to the COFACE Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(A) enable it to perform its obligations under the Finance Documents and the NEXT System Documents;

(B) ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document or NEXT System Document; and

(C) carry on its business,

except in each case (other than in respect of a Finance Document) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

23.2 Compliance with laws

Each Obligor shall and, to the extent that the Excluded Company is a Subsidiary, the Parent shall procure that the Excluded Company shall comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

23.3 Environmental compliance

(a) Each Obligor shall and, to the extent that the Excluded Company is a Subsidiary, the Parent shall procure that the Excluded Company shall:

(i) comply with all Environmental Law;

(ii) obtain, maintain and ensure compliance with all requisite Environmental Permits;

(iii) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

in each case, where failure to do so has or is reasonably likely to have a Material Adverse Effect.

(b) Each Obligor shall ensure that it is, and has been, in compliance in all material respects with the OECD Common Approaches to the extent required by COFACE and the Lenders’ Environmental and Social Policies and Guidelines, in each case to the extent applicable to the NEXT Group.

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23.4 Taxation

(a) Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that such payment is in the subject of a Good Faith Contest.

(b) No Obligor may change its residence for Tax purposes if to do so would materially and adversely affect the interests of the Lenders.

23.5 COFACE Insurance Policy

(a) The Borrower shall promptly comply in all respects with all requests by any Finance Party derived from requirements of COFACE imposed upon that Finance Party or the Borrower under or by reason of the COFACE Insurance Policy or required to ensure that the COFACE Insurance Policy remains in full force and effect.

(b) The Borrower agrees that in the event that the COFACE Agent notifies the Borrower that it has or intends to file a claim for payment under the COFACE Insurance Policy, it shall:

(i) use its best efforts to assist in the filing of any claim for compensation, indemnity or reimbursement; and

(ii) use its best efforts to co-operate in good faith with the COFACE Agent and/or COFACE with respect to the verification of claim, eligibility or amount by any such person (including but not limited to providing evidence, documentation, information, certificates and other forms of proof reasonably requested in connection therewith).

Restrictions on business focus

23.6 Merger

No Obligor shall (and the Parent shall ensure that no other member of the NEXT Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Transaction.

23.7 Change of business

The Parent shall procure that no member of the NEXT Group engages in any business other than Permitted Business.

23.8 Acquisitions

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no other member of the NEXT Group will):

(i) acquire, or enter into any agreement to procure or acquire (including by way of exercising any option), any new satellite or satellites (other than any Satellites acquired under the Satellite Supply Contract or with Launch Insurance Proceeds) where the aggregate consideration (including any actual or contingent liability) payable by it in respect of such acquisitions and agreements exceeds $[***];

(ii) acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(iii) incorporate a company.

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(b) Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:

(i) a Permitted Acquisition/Investment; or

(ii) a Permitted Transaction.

23.9 Joint Ventures and Excluded Company

No Obligor shall (and the Parent shall ensure that no member of the NEXT Group will):

(a) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in (i) any Joint Venture (other than a Permitted Joint Venture) or (ii) the Excluded Company (other than any investment or acquisition of shares, stocks, securities or other interest made by way of an Aireon Equity Injection); or

(b) transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or the Excluded Company, or maintain the solvency of or provide working capital to any Joint Venture or the Excluded Company (or agree to do any of the foregoing), except in the ordinary course of business in respect of a Permitted Joint Venture (other than the Excluded Company) in an amount not exceeding $1,000,000 or its equivalent.

23.10 Works

(a) The Borrower must use its reasonable efforts to ensure that:

(i) the NEXT System is completed in accordance with the NEXT System Documents; and

(ii) NEXT System Completion occurs by, or as soon as practicable after, the Scheduled Completion Date.

(b) The Borrower must not, without the prior consent of the COFACE Agent (acting on the advice of the Technical Adviser) (such consent not to be unreasonably withheld or delayed), agree to the In-Orbit Acceptance of the [***] or [***] Satellite under the Satellite Supply Contract.

23.11 Operation and maintenance

(a) The Borrower shall:

(i) diligently operate and maintain, or ensure the diligent operation and maintenance of, Block One and the NEXT System in a safe, efficient and business-like manner and materially in accordance with the Transaction Documents;

(ii) ensure that each such Secondary Payload Contract substantially reflects the Secondary Payload Heads of Terms (where applicable);

(iii) select a launch provider under the relevant Launch Services Contracts and maintain the availability of back-up or alternative launch providers, in each case, in accordance with Schedule 22 (Back-Up Launch Strategy);

(iv) purchase the initial loss reflight option pursuant to clause 16.1 of the SpaceX Launch Contract no later than 6 months before the first scheduled launch (or otherwise in accordance with the terms of the SpaceX Launch Contract to the extent amended as permitted under the Finance Documents, but in any case no later than 3 months before the first scheduled launch); and

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(v) ensure that all Block One satellites and all Satellites are owned by the Borrower or a Subsidiary that is an Obligor.

Restrictions on dealing with assets and Security

23.12 Preservation of assets

Each Obligor shall maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.

23.13 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.14 Material NEXT System Documents

(a) Each Obligor shall not:

(i) without the prior written consent of the COFACE Agent, cause, permit, concur in, exercise or agree to or give (as the case may be):

(A) any amendment or waiver of, or any consent or option under or in respect of, any provision of the Satellite Supply Contract or any Launch Services Contract, in each case, to the extent that such amendment, waiver, consent or option is reasonably likely to:

I. increase:

a. with respect to the Satellite Supply Contract, the original Contract Amount by more than $30,000,000; or

b. with respect to the Launch Services Contract, the total amount payable by the Borrower thereunder by more than five per cent.,

(or in each case its equivalent in any other currencies); or

II. result in NEXT System Completion not occurring on or prior to the Scheduled Completion Date or delay the completion of any Milestone by 3 months or more; or

III. be material to the design or implementation of the NEXT System or have an adverse effect on the interest of the Lenders in any material respect;

(B) any material amendment or waiver of, or any material consent under or in respect of, any Material NEXT System Document (other than the Satellite Supply Contract or any Launch Services Contract) or any Aireon System Documents, if such amendment, waiver or consent could reasonably be expected to have a Material Adverse Effect; or

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(C) the termination or abandonment of a Material NEXT System Document or the Aireon Investment Agreement (except any termination in accordance with its terms as permitted under the Finance Documents or by reason of full performance of the agreement or expiry of its term); and

(ii) assign or transfer any of its rights or obligations under any Material NEXT System Document or the Aireon Investment Agreement.

(b) The Borrower must exercise its rights and comply with its obligations under each Material NEXT System Document to which it is a party in a proper and timely manner consistent with the Borrower's obligations under the Finance Documents, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(c) If the Technical Adviser's Quarterly Report discloses, in respect of any Milestone:

(i) a delay of 6 months or more; or

(ii) a delay of 3 months or more which is reasonably likely to cause any of the first three launches to be delayed by 6 months or more,

the Borrower shall promptly enter into discussions with the COFACE Agent and the Lenders for a period of 60 days after receipt by the Borrower of a copy of such Technical Adviser’s Quarterly Report in order to reach an agreement as to a remedial plan in respect of such delay. If a remedial course of action is agreed, the Borrower shall, as soon as reasonably practicable thereafter (but in any case within 10 Business Days), provide to the COFACE Agent a copy of its remedial plan (which shall substantially reflect the discussions between the Borrower and the COFACE Agent and the Lenders and shall have been agreed to by the Supplier and/or Launch Services Provider, as the case may be) to resolve the delay. The Borrower shall diligently carry out and comply with any course of action detailed in its remedial plan.

23.15 Negative pledge

In this Clause, Quasi-Security means an arrangement or transaction described in paragraph (b) below.

Except as permitted under paragraph (c) below:

(a) No Obligor shall (and the Parent shall ensure that no other member of the NEXT Group will) create or permit to subsist any Security over any of its assets.

(b) No Obligor shall (and the Parent shall ensure that no other member of the NEXT Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the NEXT Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

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in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is:

(i) Permitted Security; or

(ii) a Permitted Transaction.

23.16 Disposals

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no member of the NEXT Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:

(i) a Permitted Disposal; or

(ii) a Permitted Transaction.

23.17 Arm's length basis

(a) Except as permitted by paragraph (b) below, no Obligor shall (and the Parent shall ensure no member of the NEXT Group will) enter into any transaction with any person except on arm's length terms and for full market value.

(b) The following transactions shall not be a breach of this Clause 23.17:

(i) transactions between members of the NEXT Group (and where, in the case of a transaction involving an Obligor and a member of the NEXT Group which is not an Obligor, the terms of such transaction are no less favourable to such Obligor than arm's length terms);

(ii) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the COFACE Agent under Clause 4.1 (Initial conditions precedent) or agreed by the COFACE Agent; and

(iii) any Permitted Transaction.

Restrictions on movement of cash – cash out

23.18 Funding from own resources

Unless otherwise approved by the Majority Lenders, except in relation to Down Payments as specified in Clause 4.2(h) (Further conditions precedent), no member of the NEXT Group may use its own resources to fund invoices under the Satellite Supply Contract for which financing is available under the Facility:

(a) prior to 31 January 2016; and

(b) from 31 January 2016 until NEXT System Completion, unless:

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(i) the first [***] Satellites have been successfully constructed and launched by 31 January 2016 and the Technical Adviser certifies to the Lenders that there are no delays to achieving NEXT System Completion on or around the Scheduled Completion Date other than delays permitted or approved pursuant to the terms of this Agreement; and

(ii) the Borrower certifies to the Lenders (in form and substance reasonably satisfactory to the COFACE Agent) that:

(A) it has sufficient resources available to it to achieve NEXT System Completion by the NEXT System Completion Longstop Date (on the basis of an updated Business Plan taking into account the current [***] as validated by the Technical Adviser); and

(B) it is not aware (after due enquiry with the Technical Adviser, TAS and the Launch Services Provider) of any present or anticipated future delays in the implementation of the NEXT System (other than as permitted under the Satellite Supply Contract and the Launch Services Contract).

23.19 Loans or credit

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no member of the NEXT Group will) be a creditor in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to:

(i) a Permitted Loan; or

(ii) a Permitted Transaction.

23.20 No Guarantees or indemnities

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no member of the NEXT Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b) Paragraph (a) does not apply to a guarantee which is:

(i) a Permitted Guarantee; or

(ii) a Permitted Transaction.

23.21 Dividends and share redemption

(a) Except as permitted under paragraph (b) below, the Parent shall not:

(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) or make payments of interest or principal in respect of any Permitted PIK Debt;

(ii) repay or distribute any dividend or share premium reserve;

(iii) pay or allow any member of the NEXT Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Parent; or

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(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (except any repurchase of restricted stock in accordance with the Parent’s stock option plan).

(b) Paragraph (a) above does not apply to:

(i) a Permitted Distribution; or

(ii) a Permitted Transaction (other than one referred to in paragraph (e) of the definition of that term).

Restrictions on movement of cash – cash in

23.22 Financial Indebtedness

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Parent shall ensure that no member of the NEXT Group will) incur or allow to remain outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to Financial Indebtedness which is:

(i) Permitted Financial Indebtedness; or

(ii) a Permitted Transaction.

23.23 Share capital

No Obligor shall (and the Parent shall ensure no member of the NEXT Group will) issue any shares except pursuant to a Permitted Share Issue or a Permitted Transaction.

Miscellaneous

23.24 Insurance

Each Obligor shall comply with Schedule 21 (Insurance).

23.25 Inspection

(a) In this Subclause:

(i) Attendee means the COFACE Agent and the Technical Adviser; and

(ii) Acceptance Tests means the acceptance test conducted pursuant to the Satellite Supply Contract in respect of (1) the Initial System Acceptance (as defined in the Satellite Supply Contract) and (2) the Final System Acceptance (as defined in the Satellite Supply Contract).

(b) Each Attendee may on reasonable advance notice to the Borrower and subject to reasonable security and safety requirements and within ordinary business hours, visit and inspect any portion of the NEXT System (including to verify construction progress, attend any progress meetings in respect of the completion of Milestones, and/or, in the case of the Technical Adviser, for the purpose of witnessing any Acceptance Tests, and to discuss the progress of the NEXT System and the affairs of the Borrower and prepare the Technical Adviser's Quarterly Report; provided that, in each case, (i) no such visit shall interfere with or interrupt, the operations of the Borrower, the Supplier or any Launch Services Provider, as the case may be, (ii) except in the case of the Technical Adviser, no more than four visits per year shall be permitted, other than where a Default has occurred and is continuing and (iii) except in the case of any visit by the Technical Adviser or where a Default has occurred and is continuing, the Borrower shall not be required to pay or reimburse any fees, costs and expenses in respect of any such visits.

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(c) The Borrower shall:

(i) give reasonable prior notice to each Attendee of any progress meeting in respect of completion of Milestones it is entitled to attend; and

(ii) give the Technical Adviser 14 days' prior notice (or such shorter notice as may be required pursuant to the terms of the Satellite Supply Contract or any Launch Services Contract (as applicable)) of any Acceptance Test.

(d) Except as provided in paragraph (e) below, each Attendee may only observe and may not participate in any meeting it is entitled to attend.

(e) An Attendee may participate in and make representations at any progress meeting (in the case of the COFACE Agent, in respect of completion of Milestones only) if it has placed any issues which it desires to have specifically addressed at the meeting on the agenda in advance of that meeting, provided that any such participation by an Attendee shall neither interfere with or interrupt the primary objective of such meeting nor the operations of the Borrower, the Supplier or any Launch Services Provider.

(f) Notwithstanding the foregoing or any provision to the contrary herein, no Attendee shall be permitted to engage or participate in any of the other matters contemplated by this Clause 23.25 (Inspection) unless such actions are in compliance with the provisions of the Satellite Supply Contract and any Launch Services Contract (including any prior notification requirements set forth therein and Article 7 of the Satellite Supply Contract and Section 10.2 and Article 12 of the SpaceX Launch Contract) and not otherwise prohibited by applicable law and such Attendee agrees in advance to any reasonable confidentiality obligations required by any of the Borrower, the Supplier or the Launch Services Provider. For the avoidance of doubt, the Borrower shall be permitted to proceed with any progress meeting or Acceptance Test with or without the attendance of (or participation by) any relevant Attendee so long as the Borrower has provided prior notice to such Attendee of such progress meeting or Acceptance Test in accordance with paragraph (c) above.

23.26 Intellectual Property

Each Obligor shall:

(a) preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant NEXT Group member;

(b) use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c) make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;

(d) not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the NEXT Group to use such property; and

(e) not discontinue the use of the Intellectual Property,

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except to the extent where failure to do so could not reasonably be expected to have a Material Adverse Effect.

23.27 Revenue Accounts

Each Obligor shall ensure that, at all times:

(a) [***] accounts receivable (and all proceeds thereof):

(i) for services rendered (including goods sold) in the U.S. or with U.S. customers (including, without limitation, the U.S. Department of Defense); and

(ii) to the fullest extent permitted by law or regulation, for services rendered outside US with non-US customers,

by or on behalf of any member of the NEXT Group shall be paid directly or indirectly by way of intercompany transfers on receipt of the same into the BOA Revenue Account or such other accounts subject to Transaction Security;

(b) at least [***] % of all cash and Cash Equivalent Investments of the NEXT Group are held in the BOA Revenue Account and/or such other deposit or securities accounts with an Acceptable Bank in the U.S. as are subject to the Transaction Security; and

(c) all cash and Cash Equivalent Investments of the NEXT Group other than an amount up to the greater of (i) [***]% of all cash and Cash Equivalent Investments of the NEXT Group, and (ii) cash and Cash Equivalent Investments with an aggregate value of $[***], are subject to the Transaction Security,

(in each case, as certified in the relevant Compliance Certificate delivered in accordance with Clause 21.2 (Provision and contents of Compliance Certificate), in respect of monthly average account balances on the basis of bank statements).

23.28 Debt Service Reserve Account

(a) In this Clause:

Final DSRA Balance means:

(i) until the Starting Point of Repayment, $[***]; and

(ii) on and from the Starting Point of Repayment, the higher of:

(A) $[***]; and

(B) at any time, in respect of the immediately following Repayment Date, the amount determined by aggregating (i) the Repayment Instalment for such Repayment Date; and (ii) the amount of fees and interest payable under the Finance Documents accruing in the Interest Period ending on the Interest Payment Date corresponding to such Repayment Date.

Required DSRA Balance means:

(i) from 31st March 2011 (the Initial DSRA Funding Date) until the date falling 30 days prior to the Starting Point of Repayment, on each 6-month anniversary of the Initial DSRA Funding Date, the amount determined in accordance with the following table:

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Date	Fraction of Final DSRA Balance required
31 March 2011	1/14
30 September 2011	2/14
31 March 2012	3/14
30 September 2012	4/14
31 March 2013	5/14
30 September 2013	6/14
31 March 2014	7/14
30 September 2014	8/14
31 March 2015	9/14
30 September 2015	10/14
31 March 2016	11/14
30 September 2016	12/14
31 March 2017 (if such date falls prior to the date of launch of the [***] Satellite)	13/14

(ii) on and following the earlier of (A) the date of launch of the [***] Satellite (whether such date falls before or after the 13th instalment set out in the table in paragraph (i) above), and (B) 31 August 2017, the Final DSRA Balance.

(b) On and after the Initial DSRA Funding Date, the Borrower must ensure that the amount standing to the credit of the Debt Service Reserve Account is not less than the Required DSRA Balance.

(c) The COFACE Agent may (and the Borrower irrevocably authorises the COFACE Agent to) withdraw amounts from the Debt Service Reserve Account to pay any Repayment Instalment or Financing Costs due and payable under the Finance Documents at that time but unpaid.

(d) For the avoidance of doubt, the Account Bank shall have no responsibility to confirm or verify that the balance currently held in the Debt Service Reserve Account complies with the terms herein.

23.29 Treasury Transactions

No Obligor shall (and the Parent will procure that no members of the NEXT Group will) enter into any Treasury Transaction, other than any Permitted Treasury Transaction.

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23.30 Additional Guarantors and resignation of Guarantors

(a) The Borrower shall ensure that on or prior to 31 December 2010, Baralonco N.V. is converted from a Netherlands Antilles naamloze vennootschap into a limited liability company organised under the laws of a state within the United States of America, and accedes as an Additional Guarantor and grants Transaction Security over all shares in Iridium Holdings LLC owned by it (and any Intellectual Property rights, material contracts, insurances, bank accounts and other Key Assets owned by it (other than Satellites) as the Borrower specifies (to the reasonable satisfaction of the COFACE Agent)) and carries out any action to protect, perfect or give priority to that Transaction Security as soon as reasonably practicable (and in any event within 30 Business Days thereafter).

(b) The Borrower shall ensure that at all times after the Initial CP Satisfaction Date:

(i) the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA), aggregate gross assets, aggregate net assets and aggregate turnover of the Obligors (calculated on an unconsolidated basis and excluding all intra-NEXT Group items and investments in Subsidiaries of any member of the NEXT Group) exceeds [***]% of Consolidated EBITDA, consolidated gross assets, net assets and turnover (as the case may be) of the NEXT Group (and, upon the request of the COFACE Agent (but no more than once per a Financial Quarter), the Borrower shall supply to the COFACE Agent, a certificate of an authorized officer of the Borrower confirming the foregoing and stating which of its Subsidiaries are Material Companies, on the terms set forth in the Compliance Certificate); and

(ii) except as provided in paragraph (a) above with respect to Baralonco N.V., any Subsidiary which becomes a Material Company and which is not an Original Guarantor accedes as an Additional Guarantor and grants Transaction Security over any Intellectual Property rights, material contracts, insurances, bank accounts and other Key Assets owned by it (other than Satellites) as the Borrower specifies (to the satisfaction of the COFACE Agent) and the immediate holding company of such Subsidiary grants Transaction Security over the shares or other ownership interests in such Subsidiary, and both the Subsidiary and its immediate holding company carry out any action to protect, perfect or give priority to that Transaction Security as soon as reasonably practicable (and in any event within 30 Business Days of becoming a Material Company),

provided that, notwithstanding anything herein to the contrary, no Material Company shall be required to:

(A) become a Guarantor; or

(B) provide any Security over any of its assets,

in each case, to the extent that to do so would:

I. result in any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalisation laws or regulations (or analogous restrictions) of any applicable jurisdiction;

II. be unlawful or result in a significant risk to the officers of the relevant Guarantor or grantor of Security of contravention of their fiduciary duties and/or of civil or criminal liability; or

III. result in costs that, in the reasonable opinion of the COFACE Agent, are disproportionate to the benefit obtained by the beneficiaries of that guarantee or Security (and for this purpose "cost" includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any guarantee or Security, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant Guarantor or grantor of Security or any of its direct or indirect owners, subsidiaries or Affiliates),

and provided further that:

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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

I. with respect to any U.S. Material Company or U.S. Obligor, no direct or indirect CFC Subsidiary of such U.S. Material Company or U.S. Obligor shall guarantee the obligations of, or pledge any of its assets as security for the obligations of the Borrower or any U.S. Obligor, and no more than 65% of the total combined voting power of all classes of all voting stock or voting shares, or any other voting equity interest in any direct or indirect CFC Subsidiary, shall guarantee or be pledged as security for the obligations of the Borrower or any U.S. Obligor. For these purposes, CFC Subsidiary means each Subsidiary of the Borrower or a U.S. Obligor that is incorporated or organized under the laws of any jurisdiction other than the United States or any state or territory thereof and is a "controlled foreign corporation" (within the meaning of Section 957 of the Code); and

II. no Obligor shall guarantee or pledge any of its assets as security for the obligations of the Borrower if (i) such Obligor is a "related person" (as defined in Section 267(b) or Section 707(b)(1) of the Code) to the Borrower, (ii) such Obligor is not a United States person and (iii) the Borrower does not own a "controlling interest" (as defined in Section 163(j) of the Code) in such Obligor, if such guarantee or pledge would cause the Borrower to be disallowed, for United States federal income tax purposes, a current deduction (or any portion thereof) for interest expense paid.

(c) The Borrower must use, and must procure that the relevant Material Company uses, all reasonable endeavours lawfully available to avoid any unlawfulness or personal liability and mitigate the constraints referred to in paragraph (a) above. This includes agreeing to a limit on the amount guaranteed or secured. The COFACE Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

(d) Any such Material Company referred to in paragraph (a) above, shall become an Additional Guarantor upon confirmation by the COFACE Agent of receipt of a duly completed and executed Accession Deed and the other documents and evidence specified on Part 2 of Schedule 2 (Conditions Precedent).

(e) Upon the request of the COFACE Agent, the Borrower shall supply any documentation and other evidence in relation to such Additional Guarantor as is reasonably requested by the COFACE Agent (for itself or on behalf of any Lender) in order for the COFACE Agent or any Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations.

(f) The Borrower may request that any Guarantor (other than an Original Guarantor) cease to be a Guarantor by delivering to the COFACE Agent a Resignation Letter (1) if such Guarantor ceases to be a Material Company, or (2) if all the Lenders have consented to the resignation of that Guarantor.

(g) Upon the acceptance of the Resignation Letter, any Transaction Security created by such resigning Guarantor shall promptly be released by the Security Agent and the U.S. Collateral Agent and returned to the resigning Guarantor or the Borrower. The Security Agent and the U.S. Collateral Agent shall (at the cost of the resigning Guarantor or the Borrower) execute and deliver all documents reasonably necessary to release the Transaction Security and, to the extent applicable, the Security Agent and the U.S. Collateral Agent shall issue certificates confirming that, so far as the Security Agent and the U.S. Collateral Agent are aware, any floating charge forming part of the Transaction Security created by such resigning Guarantor has not been converted into a fixed charge.

23.31 Further assurance

(a) Each Obligor shall (and the Parent shall procure that each relevant member of the NEXT Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent or the U.S. Collateral Agent may reasonably specify (and in such form as the Security Agent or the U.S. Collateral Agent may reasonably require in favour of the Security Agent or the U.S. Collateral Agent or its nominee(s)):

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the U.S. Collateral Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or the U.S. Collateral Agent or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b) Each Obligor shall (and the Parent shall procure that each relevant member of the NEXT Group shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the U.S. Collateral Agent or the Finance Parties by or pursuant to the Finance Documents.

23.32 ERISA and pension schemes

(a) Each of the Obligors and its ERISA Affiliates must ensure that no event or condition exists at any time in relation to a Plan which is reasonably likely to result in the imposition of a Security on any of its assets, other than as permitted by this Agreement.

(b) Each Obligor shall (and the Parent shall procure that each relevant member of the NEXT Group will) ensure that no member of the NEXT Group is or has been at any time an employer of an occupational pension scheme which is not a money purchase scheme.

23.33 Capital Raising

The Parent shall have all approvals and documentation required to commence a Capital Raising by way of common equity or a Permitted PIYC Capital Raising by 31st March 2013 such that the net proceeds of which when aggregated with the net proceeds received from exercise of the Existing Warrants after the Effective Date will be (i) in an aggregate amount of not less than US$100,000,000 and (ii) unconditionally available to the NEXT Group by no later than 30th April 2013.

23.34 Aireon Transaction

(a) The Parent shall ensure that the Excluded Company is and remains at all times:

(i) a Ring Fenced Company and does not own by itself or together with any member of the NEXT Group any Subsidiaries;

(ii) a bankruptcy remote, single purpose vehicle whose sole business comprises the Aireon System Project and any transaction incidental and in support of such project; and

(iii) has no Financial Indebtedness other that the Aireon System Debt.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) The Parent shall ensure that no member of the NEXT Group will enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any Aireon Equity Instruments prior to NEXT System Completion.

(c) The Parent shall ensure that the Excluded Company will remain a Subsidiary until [***].

(d) The Parent shall ensure that any Aireon Proceeds will be applied in accordance with clause 8 (Mandatory Prepayment).

(e) No Obligor shall (and the Parent shall ensure no member of the NEXT Group will) enter into any transaction with the Excluded Company except on arm's length terms and for fair market value.

24. Events of Default

Each of the events or circumstances set out in this Clause 24 is an Event of Default (save for Clause 24.21 (Acceleration)).

24.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

24.2 Financial covenants

Any requirement of Clause 22 (Financial Covenants) is not satisfied.

24.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial covenants)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the earlier of (i) the COFACE Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply.

24.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and, if capable of remedy, is not remedied within 30 days of the (i) the COFACE Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or any Obligor becoming aware of such misrepresentation.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

24.5 Cross default

(a) Any Financial Indebtedness of any member of the NEXT Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the NEXT Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any creditor of any member of the NEXT Group becomes entitled to declare any Financial Indebtedness of any member of the NEXT Group due and payable prior to its specified maturity as a result of an event of default (however described).

(d) Except where such event arises in respect of Financial Indebtedness under or in connection with the Motorola Settlement Agreements, no Event of Default will occur under this Clause 24.5 if the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (c) is less than $25,000,000 (or its equivalent in any other currency or currencies).

24.6 Insolvency

(a) A Material Company, an Obligor or a Material Transaction Party is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with any group of its creditors with a view to rescheduling any of its indebtedness.

(b) The value of the assets of the Parent, the Borrower or a Material Transaction Party is less than its liabilities.

This Clause 24.6 (Insolvency) shall not apply to (i) a Material Transaction Party at any time after NEXT System Completion; or (ii) any Launch Services Provider to the extent that it is replaced with an alternative Launch Services Provider pursuant to the terms of this Agreement.

24.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is commenced or taken in relation to:

(i) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement, voluntary or involuntary case or procedure under any U.S. Bankruptcy Law or otherwise) of any Material Company, Obligor or Material Transaction Party;

(ii) a composition, compromise, assignment or arrangement with any group of creditors of any Material Company, Obligor or Material Transaction Party;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Material Company, Obligor or Material Transaction Party or any of its assets;

(iv) an order for relief or other order approving any case or other proceeding is entered under any bankruptcy law; or

(v) enforcement of any Security over any assets of any Material Company, Obligor or Material Transaction Party,

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) shall not apply to:

(i) any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement;

(ii) any step or procedure contemplated by paragraph (b) of the definition of Permitted Transaction;

(iii) any involuntary commencement or filing of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding unless such case or proceeding shall continue without dismissal or stay for a period of 60 consecutive days;

(iv) any appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer where such appointment is without the application or consent of such Obligor or Material Transaction Party (as applicable) unless such appointment continues undischarged or unstayed for 60 consecutive days; or

(v) (A) a Material Transaction Party at any time after NEXT System Completion; or (B) any Launch Services Provider to the extent that it is replaced with an alternative Launch Services Provider pursuant to the terms of this Agreement.

24.8 Creditors' process

Any attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects (i) any Key Asset, or (ii) any asset or assets of a Material Company or an Obligor having an aggregate value of $25,000,000, and is not discharged within 45 days or such longer period of time if such Material Company or Obligor is contesting such process in good faith provided that such process:

(a) is in any event discharged within 180 days; and

(b) does not have or could not reasonably be likely to have a Material Adverse Effect.

24.9 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or Material NEXT System Documents to which it is a party or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination or priority arrangement created under any Subordination Agreement or the Motorola Intercreditor Agreement is or becomes unlawful.

(b) Any obligation or obligations of any Obligor under any Finance Documents or Material NEXT System Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c) Any Finance Document (other than the COFACE Insurance Policy) or, except as otherwise expired or terminated in accordance with its terms as permitted under the Finance Documents, any Material NEXT System Document ceases to be in full force and effect or any Transaction Security or any subordination or priority arrangement created under any Subordination Agreement or the Motorola Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) Any Communications Licence:

(i) is not obtained or effected by the time it is required;

(ii) is revoked or cancelled or otherwise ceases to be in full force and effect;

(iii) is not renewed or is renewed on revised terms; or

(iv) is varied,

and, in each case, this has or would be likely to result in a Material Adverse Effect.

24.10 Subordination Agreement

Any party to a Subordination Agreement or the Motorola Intercreditor Agreement (other than a Finance Party or an Obligor) fails to comply with the provisions of, or does not perform its obligations under, that Subordination Agreement or the Motorola Intercreditor Agreement and, if the non-compliance is capable of remedy, it is not remedied within 15 days of the earlier of the COFACE Agent giving notice to that party or that party becoming aware of the non-compliance.

24.11 Cessation of business

(a) Any Obligor or any Material Transaction Party suspends or ceases to carry on all or a material part of its business.

(b) Paragraph (a) above shall not apply:

(i) to the suspension of the Satellite Supply Contract and/or Launch Services Contract as a result of a force majeure event under and in accordance with its terms;

(ii) in the case of any Permitted Transaction; or

(iii) to (A) a Material Transaction Party at any time after NEXT System Completion or (B) any Launch Services Provider to the extent that it is replaced with an alternative Launch Services Provider pursuant to the terms of this Agreement.

24.12 Audit qualification

The Auditors materially qualify the audited annual consolidated financial statements of the Parent for the Group where the circumstances giving rise to such qualification could reasonably be expected to have a Material Adverse Effect.

24.13 Breach, repudiation and rescission of agreements

(a) An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or Material NEXT System Document to which it is a party or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or Material NEXT System Document or any Transaction Security.

(b) Any Material Transaction Party or any party to a Subordination Agreement or the Motorola Intercreditor Agreement (other than an Obligor or a Finance Party) rescinds or purports to rescind or repudiates or purports to repudiate any of the Material NEXT System Documents, any Subordination Agreement or the Motorola Intercreditor Agreement (as the case may be) in whole or in part where to do so has or is reasonably likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) Any Obligor or any Material Transaction Party does not perform its obligations under any Material NEXT System Document and this has or would be reasonably likely to have a Material Adverse Effect.

(d) Any:

(i) Material NEXT System Document is terminated or becomes capable of being terminated; or

(ii) Material Transaction Party issues a notice of termination of that Material NEXT System Document,

in each case otherwise than (1) as consented to by the COFACE Agent in accordance with Clause 23.14 (Material NEXT System Documents) or (2) by reason of full performance of the agreement, expiry of its term or termination in accordance with its terms as permitted under the Finance Documents, unless that Material NEXT System Document is replaced by an agreement with substantially the same terms and conditions, and with a party, satisfactory to the COFACE Agent (acting reasonably) within 30 days of the termination event or notice of termination (or within 60 days thereof, provided that the Borrower demonstrates to the COFACE Agent within 30 days that it is actively taking steps to implement such replacement).

24.14 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Obligor or its assets results in a final judgment against a member of the NEXT Group in an amount in excess of $10,000,000 or its equivalent.

24.15 COFACE Insurance Policy

The COFACE Insurance Policy is revoked or rescinded or becomes voidable (in each case, whether in whole or in part) or otherwise ceases to be in full force (unless such event or circumstance (as the case may be) is caused by any fault, action or inaction of the Finance Parties not attributable to the Borrower).

24.16 NEXT System Completion

(a) Either:

(i) fewer than [***] Satellites have been launched; or

(ii) failure to reach “In Orbit Acceptance” of at least [***] Satellites with a certificate from the Technical Adviser that the operational coverage of the NEXT System with [***] Satellites is satisfactory,

on or by the NEXT System Completion Longstop Date.

(b) At any time:

(i) less than [***] satellites (including the existing Block One system) are capable of operation (as certified by the Technical Adviser); or

(ii) the Average Call Establishment Rate is below [***] per cent.,

unless at the time of such failure:

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(A) a number of Satellites sufficient to maintain the total number of satellites (including the existing Block One system) at or above [***] and the Average Call Establishment Rate at or above [***] per cent. are completed, available and scheduled to be launched and immediately operational (and for the avoidance of doubt, any Satellites which are required to drift into the relevant orbit plane following launch shall not be taken into account) without expected delays within the following 2 month period; and

(B) such Satellites achieve In-Orbit Acceptance, and the number of satellites in operation is re-established at or above [***] and the Average Call Establishment Rate is re-established at or above [***] per cent. within 2 months following such 2 month period.

(c) Failure of the Borrower and the COFACE Agent and the Majority Lenders to reach an agreement as to:

(i) an appropriate remedial plan in respect of a certain Milestone delay disclosed in the Technical Adviser’s Quarterly Report in accordance with the procedures and timeframe set forth in Clause 23.14 (Material NEXT System Documents); or

(ii) a back-up launch strategy following the discussion period referred to in Schedule 22 (Back-Up Launch Strategy).

24.17 Mass De-Orbit

A Mass De-orbit occurs (where Mass De-orbit means a de-orbit of the entire Block One system pursuant to and in accordance with the terms of the Indemnification Contract, the Transition Services Agreement and/or the Boeing O&M Agreement, as applicable).

24.18 Insurance

(a) Any Insurance required to be effected under Schedule 21 (Insurance):

(i) is not, or ceases to be, in full force and effect;

(ii) is repudiated, avoided or suspended (in each case to any extent); or

(b) any insurer is entitled to avoid, repudiate or suspend (in each case to any extent) or otherwise reduce its liability under the policy relating to any Insurance.

No Event of Default will occur under this Clause 24.18 (Insurance) if the relevant circumstance is capable of remedy and such Insurance is either effected, replaced or resumed within 30 days of the earlier of (i) the COFACE Agent giving notice to the Borrower or relevant Obligor and (ii) the Borrower or an Obligor becoming aware of the failure to comply (but, in the case of Launch Insurance, no later than three Business Days prior to intentional ignition in respect of the relevant launch).

24.19 Capital Raising

The NEXT Group has not received net proceeds from a Capital Raising by way of common equity or a Permitted PIYC Capital Raising, which when aggregated with the net proceed received from the exercise of the Existing Warrants after the Effective Date is (i) in an aggregate amount of US$100,000,000 and (ii) unconditionally available by 30th April 2013.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

24.20 Material adverse change

Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect.

24.21 Acceleration

(a) If an Event of Default described in Clause 24.7 (Insolvency proceedings) occurs, the Total Commitments will, if not already cancelled under this Agreement, be immediately and automatically cancelled and all amounts outstanding under the Finance Documents will be immediately and automatically due and payable.

(b) On and at any time after the occurrence of an Event of Default which is continuing the COFACE Agent may, and shall if so directed by the Majority Lenders and/or COFACE, by notice to the Borrower:

(i) if not already cancelled under paragraph (a), cancel the Total Commitments at which time they shall immediately be cancelled;

(ii) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(iii) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the COFACE Agent on the instructions of the Majority Lenders; or

(iv) exercise or direct the Security Agent or the U.S. Collateral Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

25. Changes to the Lenders

25.1 Assignments and transfers by the Lenders

Subject to this Clause 25, a Lender (the Existing Lender) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

25.2 Conditions of assignment or transfer

(a) The consent of the Borrower and the Majority Lenders is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

(i) to another Lender or an Affiliate of a Lender; or

(ii) made at a time when an Event of Default is continuing.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The consent of the Borrower (if required) must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Borrower is given notice of the request unless it is expressly refused by the Borrower within that time.

(b) The minimum amount of any assignment or transfer made pursuant to this Agreement shall be $5,000,000, unless the Borrower otherwise consents in writing.

(c) Any assignment or transfer is subject to the COFACE Agent confirming that the approval of COFACE to the intended transfer has been obtained or is not required.

(d) An assignment will only be effective on:

(i) receipt by the COFACE Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the COFACE Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and

(ii) the performance by the COFACE Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the COFACE Agent shall promptly notify to the Existing Lender and the New Lender.

(e) A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

(f) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) and Clause 15 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the COFACE Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

25.3 Assignment or transfer fee

Unless the COFACE Agent otherwise agrees and excluding an assignment or transfer to an Affiliate of a Lender, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the COFACE Agent (for its own account) a fee of $3,000.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

25.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other member of the NEXT Group of its obligations under the Transaction Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.

25.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the COFACE Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The COFACE Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

128
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the Discharged Rights and Obligations);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the NEXT Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the COFACE Agent, the Administrative Parties, the New Lender, and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the COFACE Agent, the Administrative Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a "Lender".

25.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the COFACE Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The COFACE Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) On the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the Relevant Obligations) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

129
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.2 (Conditions of assignment or transfer).

25.7 Copy of Transfer Certificate or Assignment Agreement to Borrower

The COFACE Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

25.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 25, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

25.9 Maintenance of Register

The COFACE Agent, acting solely for this purpose as agent for the Obligors, shall maintain at one of its offices a register for the recordation of the names and addresses of the Lenders, and the principal and interest amount owing to each Lender, pursuant to the terms hereof from time to time (the Register). Any transfer pursuant to Clause 25 shall be effective only upon recordation of such transfer in the Register, and the Obligors may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The right to the principal of, and interest on, the Facility may be transferred or assigned only if such transfer or assignment is recorded in the Register. The Register shall be available for inspection by the Borrower, any Administrative Party and any Lender, at any reasonable time upon reasonable prior notice.

130
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

26. Changes to the Obligors

26.1 Assignment and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents to which it is a party.

27. Role of the Administrative Parties

27.1 Appointment of the Security Agent

Each Finance Party appoints the Security Agent to act as its security agent under and in connection with the Finance Documents on the terms and conditions set out in Schedule 28 (Security Agent).

27.2 Appointment of the U.S. Collateral Agent

(a) Each Finance Party (other than the U.S. Collateral Agent) appoints the U.S. Collateral Agent to act as its agent on the terms and conditions set out in the Motorola Intercreditor Agreement.

(b) Each Finance Party irrevocably authorizes the U.S. Collateral Agent to:

(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it hereunder and under and in connection with the Motorola Intercreditor Agreement, together with any other incidental rights, powers and discretions; and

(ii) enter into the Motorola Intercreditor Agreement and each Transaction Security Document.

27.3 Security Agent's and U.S. Collateral Agent's indemnity from Lenders

Without limiting the liability of any Obligor under the Finance Documents, each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and the U.S. Collateral Agent, within three Business Days of demand, against any cost (including, but not limited to reasonable counsel's fees and other agents' fees), loss, expense or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Security Agent or U.S. Collateral Agent (otherwise than by reason of the Security Agent's or U.S. Collateral Agent's gross negligence or wilful misconduct). This Clause 27.3 (Security Agent's and U.S. Collateral Agent's indemnity from Lenders) shall survive the termination of this Agreement.

27.4 Appointment of the COFACE Agent

(a) Each Administrative Party (other than any Agent) and the Lenders appoints the COFACE Agent to act as its agent under and in connection with the Finance Documents.

(b) Each Administrative Party (other than any Agent) and the Lenders authorises the COFACE Agent to exercise the rights, powers, authorities and discretions specifically given to the COFACE Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each Finance Party (other than any Agent) irrevocably authorises the COFACE Agent to:

(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions;

131
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) execute each Finance Document expressed to be executed by the COFACE Agent;

(iii) communicate with COFACE in connection with the Finance Documents, the COFACE Insurance Policy and the Satellite Supply Contract and to act generally on its behalf in relation to COFACE and the COFACE Insurance Policy;

(iv) act on its behalf in relation to any claim, and to receive any payment, under the COFACE Insurance Policy; and

(v) make and receive payments expressed to be made by it under this Agreement.

(d) Each Lender irrevocably appoints the COFACE Agent to be its attorney for the purposes of:

(i) executing in the name and on behalf of the relevant Lenders the COFACE Insurance Policy; and

(ii) taking any action under such COFACE Insurance Policy in accordance with the terms thereof,

provided that nothing in this paragraph (d) will permit the COFACE Agent to execute any document, consent, waiver and/or determination other than as expressly provided for in, or in accordance with, this Agreement or the COFACE Insurance Policy, as the case may be.

27.5 Duties of the COFACE Agent

(a) Subject to paragraph (b) below, the COFACE Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the COFACE Agent for that Party by any other Party.

(b) Without prejudice to Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(c) Except where a Finance Document specifically provides otherwise, the COFACE Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the COFACE Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) If the COFACE Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Administrative Parties) under this Agreement it shall promptly notify the other Finance Parties.

(f) The COFACE Agent shall provide to the Borrower, within five Business Days of a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the COFACE Agent to that Lender under the Finance Documents.

132
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(g) The COFACE Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

27.6 Role of the Mandated Lead Arrangers and Bookrunners and Lead Arrangers

Except as specifically provided in the Finance Documents, no Mandated Lead Arrangers and Bookrunner or Lead Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.

27.7 No fiduciary duties

(a) Nothing in this Agreement constitutes the COFACE Agent or any Mandated Lead Arranger and or Lead Arranger as a trustee or fiduciary of any other person.

(b) None of the Administrative Parties shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.8 Business with the Group

The Administrative Parties may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.9 Rights and discretions

(a) The COFACE Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The COFACE Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The COFACE Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The COFACE Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The COFACE Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

133
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(g) The COFACE Agent is not obliged to disclose to any Finance Party any details of the rate notified to the COFACE Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 12.2 (Market disruption).

27.10 Majority Lenders' instructions

(a) Unless a contrary indication appears in a Finance Document, the COFACE Agent shall (i) exercise any right, power, authority or discretion vested in it as COFACE Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as COFACE Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Agent and the U.S. Collateral Agent.

(c) The COFACE Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the COFACE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The COFACE Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

27.11 Responsibility for documentation

No Administrative Party:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Administrative Party, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security.

27.12 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 30.9 (Disruption to Payment Systems etc.)), the COFACE Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.

134
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) No Party (other than the COFACE Agent) may take any proceedings against any officer, employee or agent of the COFACE Agent, in respect of any claim it might have against the COFACE Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the COFACE Agent may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c) The COFACE Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the COFACE Agent if the COFACE Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the COFACE Agent for that purpose.

(d) Nothing in this Agreement shall oblige any Administrative Party to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Administrative Parties that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by any Administrative Party.

27.13 Lenders' indemnity to the COFACE Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the COFACE Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the COFACE Agent (otherwise than by reason of the COFACE Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.9 (Disruption to Payment Systems etc.) notwithstanding the COFACE Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the COFACE Agent in acting as COFACE Agent under the Finance Documents (unless the COFACE Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.14 Resignation of the COFACE Agent

(a) The COFACE Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

(b) Alternatively the COFACE Agent may resign by giving 30 days notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor COFACE Agent.

(c) If the Majority Lenders have not appointed a successor COFACE Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring COFACE Agent (after consultation with the Borrower) may appoint a successor COFACE Agent.

(d) The retiring COFACE Agent shall, at its own cost, make available to the successor COFACE Agent such documents and records and provide such assistance as the successor COFACE Agent may reasonably request for the purposes of performing its functions as COFACE Agent under the Finance Documents.

(e) The COFACE Agent's resignation notice shall only take effect upon the appointment of a successor.

135
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) Upon the appointment of a successor, the retiring COFACE Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.15 Replacement of the COFACE Agent

(a) After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the COFACE Agent replace the COFACE Agent by appointing a successor COFACE Agent.

(b) The retiring COFACE Agent shall (at the expense of the Lenders) make available to the successor COFACE Agent such documents and records and provide such assistance as the successor COFACE Agent may reasonably request for the purposes of performing its functions as COFACE Agent under the Finance Documents.

(c) The appointment of the successor COFACE Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring COFACE Agent. As from this date, the retiring COFACE Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27 (and any agency fees for the account of the retiring COFACE Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor COFACE Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(e) In the case of any resignation or replacement of the COFACE Agent, any agency fee payable to a successor COFACE Agent shall be in an amount substantially similar to the agency fee payable to the retiring COFACE Agent and otherwise consistent with then current market practice.

27.16 Confidentiality

(a) In acting as agent for the Finance Parties, the COFACE Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the COFACE Agent, it may be treated as confidential to that division or department and the COFACE Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

27.17 Relationship with the Lenders

(a) The COFACE Agent may treat the person shown in its records as Lender at the opening of business (in the place of the COFACE Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

136
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Each Lender shall supply the COFACE Agent with any information required by the COFACE Agent in order to calculate the Mandatory Cost in accordance with Schedule 7 (Mandatory Cost Formula).

(c) Each Lender shall supply the COFACE Agent with any information that the Security Agent or the U.S. Collateral Agent may reasonably specify (through the COFACE Agent) as being necessary or desirable to enable the Security Agent or the U.S. Collateral Agent to perform its functions as Security Agent. Each Lender shall deal with the Security Agent and the U.S. Collateral Agent exclusively through the COFACE Agent and shall not deal directly with the Security Agent or the U.S. Collateral Agent.

(d) Any Lender may by notice to the COFACE Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 32.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 32.2 (Addresses) and paragraph (a)(iii) of Clause 32.5 (Electronic communication) and the COFACE Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

27.18 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Administrative Parties that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the NEXT Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c) whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(d) the adequacy, accuracy and/or completeness of any information provided by the COFACE Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

137
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

27.19 Deduction from amounts payable by the COFACE Agent

If any Party owes an amount to the COFACE Agent under the Finance Documents the COFACE Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the COFACE Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

27.20 Reliance and engagement letters

Each Finance Party and Secured Party confirms that the COFACE Agent has authority to accept on its behalf the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

28. Conduct of Business by the Finance Parties

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. Sharing Among the Finance Parties

29.1 Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the COFACE Agent;

(b) the COFACE Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the COFACE Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the COFACE Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the COFACE Agent, pay to the COFACE Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the COFACE Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.5 (Partial payments).

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

29.2 Redistribution of payments

The COFACE Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 30.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

29.3 Recovering Finance Party's rights

On a distribution by the COFACE Agent under Clause 29.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the COFACE Agent, pay to the COFACE Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

29.5 Exceptions

(a) This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified the other Finance Party of the legal or arbitration proceedings; and

(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

30. Payment Mechanics

30.1 Payments to the COFACE Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the COFACE Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the COFACE Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the COFACE Agent specifies.

30.2 Distributions by the COFACE Agent

Each payment received by the COFACE Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback) be made available by the COFACE Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the COFACE Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency.

30.3 Distributions to an Obligor

The COFACE Agent may (with the consent of the Obligor or in accordance with Clause 31 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback

(a) Where a sum is to be paid to the COFACE Agent under the Finance Documents for another Party, the COFACE Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the COFACE Agent pays an amount to another Party and it proves to be the case that the COFACE Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the COFACE Agent shall on demand refund the same to the COFACE Agent together with interest on that amount from the date of payment to the date of receipt by the COFACE Agent, calculated by the COFACE Agent to reflect its cost of funds.

30.5 Partial payments

(a) If the COFACE Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the COFACE Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the COFACE Agent, and the Security Agent and the U.S. Collateral Agent under those Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The COFACE Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(b) Paragraph (a) will override any appropriation made by an Obligor.

30.6 Set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day.

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the COFACE Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the COFACE Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the COFACE Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

30.9 Disruption to Payment Systems etc.

If either the COFACE Agent determines (in its discretion) that a Disruption Event has occurred or the COFACE Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the COFACE Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the COFACE Agent may deem necessary in the circumstances;

(b) the COFACE Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the COFACE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) any such changes agreed upon by the COFACE Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the COFACE Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the COFACE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.9; and

(f) the COFACE Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

31. Set-Off

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. Following the exercise of a right of set-off under this Agreement, the relevant Finance Party shall notify the Borrower.

32. Notices

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Parent or the Borrower, that identified with its name below;

(b) in the case of each Lender or any other Obligor, that notified in writing to the COFACE Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the COFACE Agent or the Security Agent or the U.S. Collateral Agent, that identified with its name below,

or any substitute address, fax number or department or officer as the Party may notify to the COFACE Agent (or the COFACE Agent may notify to the other Parties, if a change is made by the COFACE Agent) by not less than five Business Days' notice.

32.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the COFACE Agent or the Security Agent or the U.S. Collateral Agent will be effective only when actually received by the COFACE Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the COFACE Agent's or Security Agent's or U.S. Collateral Agent's signature below (or any substitute department or officer as the COFACE Agent or Security Agent or U.S. Collateral Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the COFACE Agent.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause 32.3 will be deemed to have been made or delivered to each of the Obligors.

32.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 32.2 (Addresses) or changing its own address or fax number, the COFACE Agent shall notify the other Parties.

32.5 Electronic communication

(a) Any communication to be made between (1) the COFACE Agent or the Security Agent or the U.S. Collateral Agent and a Lender or (2) any Obligor and a Finance Party under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the COFACE Agent, the Security Agent, the U.S. Collateral Agent, the relevant Obligor, the relevant Lender and any other relevant Finance Party:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) Any electronic communication made between (1) the COFACE Agent and a Lender or the Security Agent or the U.S. Collateral Agent or (2) any Obligor and a Finance Party will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender or an Obligor to the COFACE Agent or the Security Agent or the U.S. Collateral Agent only if it is addressed in such a manner as the COFACE Agent or Security Agent or U.S. Collateral Agent shall specify for this purpose.

32.6 Use of websites

(a) The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the COFACE Agent (the Designated Website) if:

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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(i) the COFACE Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Borrower and the COFACE Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Borrower and the COFACE Agent.

If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the COFACE Agent shall notify the Borrower accordingly and the Borrower shall at its own cost supply the information to the COFACE Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall at its own cost supply the COFACE Agent with at least one copy in paper form of any information required to be provided by it.

(b) The COFACE Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the COFACE Agent.

(c) The Borrower shall promptly upon becoming aware of its occurrence notify the COFACE Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the COFACE Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the COFACE Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the COFACE Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall at its own cost comply with any such request within ten Business Days.

32.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the COFACE Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

33. Calculations and Certificates

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

34. Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

35. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

36. Amendments and Waivers

36.1 Required consents

(a) Subject to Clause 36.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The COFACE Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

(c) Each Obligor agrees to any such amendment or waiver permitted by this Clause 36 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.

(d) Each Party acknowledges that the COFACE Agent may be required to consult with COFACE prior to the exercise of any of the Lenders’ voting rights under this Agreement (including under Clause 36.2 (Exceptions) below) and may be required to follow any instructions given by COFACE in relation to such voting rights.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(e) No Party shall have any claim whatsoever in respect of any loss, damage or expense suffered or incurred by it against any COFACE Agent for acting in accordance with any instructions of COFACE.

36.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents (other than in relation to Clause 8 (Mandatory Prepayment));

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) a change in currency of payment of any amount under the Finance Documents;

(v) an increase in or an extension of any Commitment or the Total Commitments;

(vi) a change to the Borrower or the Guarantors other than in accordance with Clause 23.30 (Additional Guarantors and resignation of Guarantors);

(vii) a release of or amendment to the COFACE Insurance Policy;

(viii) any provision which expressly requires the consent of all the Lenders;

(ix) Clause 2.2 (Finance Parties' rights and obligations), Clause 25 (Changes to the Lenders) or this Clause 36;

(x) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(A) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnity);

(B) the Charged Property; or

(C) the manner in which the proceeds of enforcement of the Transaction Security are distributed

(except in the case of paragraph (B) and paragraph (C) above, insofar as it relates to (1) the release of any Transaction Security upon the resignation of a Guarantor pursuant to and in accordance with Clause 23.30 (Additional Guarantors and resignation of Guarantors) or (2) a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(xi) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnity) or of any Transaction Security unless permitted under this Agreement (including Clause 23.30 (Additional Guarantors and resignation of Guarantors)) or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or

(xii) any amendment to the order of priority or subordination under any Subordination Agreement or the Motorola Intercreditor Agreement,

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of an Administrative Party (in their capacity as such) may not be effected without the consent of such Administrative Party.

(c) If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Document (other than an amendment or waiver referred to in paragraphs (a)(ii), (iii) and (v) above) or other vote of Lenders under the terms of this Agreement within 20 Business Days (unless the Borrower and the COFACE Agent agree to a longer time period in relation to any request) of that request being made, its Commitment shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request.

36.3 Replacement of Lender

(a) If at any time an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 15.1 (Increased costs) or Clause 14.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally, then the Borrower may, on 10 Business Days' prior written notice to the COFACE Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by the Borrower, and which is acceptable to the COFACE Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the COFACE Agent or Security Agent or the U.S. Collateral Agent;

(ii) neither the COFACE Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender; and

(iii) in no event shall the Lender replaced under this Clause be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

37. Confidentiality

37.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 37.2 (Disclosure of Confidential Information) and Clause 37.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

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HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

37.2 Disclosure of Confidential Information

Subject to applicable law, any Finance Party may disclose:

(a) to any of its Affiliates and to COFACE and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person's Affiliates, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (d) of Clause 27.17 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders' rights);

(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii) who is a Party; or

(ix) with the prior written consent of the Borrower;

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REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii), (b)(iii) and (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party.

37.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors;

(ii) country of domicile of Obligors;

(iii) place of incorporation or organization of Obligors;

(iv) date of this Agreement;

(v) the names of the Administrative Parties;

(vi) date of each amendment and restatement of this Agreement;

(vii) amount of Total Commitments;

(viii) currencies of the Facility;

(ix) type of Facility;

(x) ranking of Facility;

(xi) Final Maturity Date;

149
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(xii) changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The COFACE Agent shall notify the Borrower and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the COFACE Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

37.4 Entire agreement

This Clause 37 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

37.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

37.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 37.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 37 (Confidentiality).

150
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

37.7 Continuing obligations

The obligations in this Clause 37 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 24 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

38. Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

39. Governing Law

This Agreement is governed by English law.

40. Enforcement

40.1 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 9.1 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

40.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i) irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document governed by English law; and

(ii) agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 15 days of such event taking place) appoint another agent on terms acceptable to the COFACE Agent. Failing this, the COFACE Agent may appoint another agent for this purpose.

151
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) Each Obligor expressly agrees and consents to the provisions of this Clause 40 and Clause 39 (Governing Law).

40.3 Arbitration

(a) Notwithstanding the above terms of this Clause, if the COFACE Agent so elects in writing, any dispute, difference, claim or controversy arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (for the purposes of this Subclause, the Rules).

(b) The Rules are incorporated by reference into this Clause and capitalised terms used in this Clause which are not otherwise defined in this Agreement, have the meaning given to them in the Rules. Any requirement in the Rules to take account of the nationality of a person considered for appointment as an arbitrator shall be disapplied and a person shall be nominated or appointed as an arbitrator (including as Chairman) regardless of his or her nationality.

(c) The number of arbitrators shall be three. The parties agree that the London Court of International Arbitration shall appoint the Arbitral Tribunal without regard to any party's nomination.

(d) Each Obligor and each Finance Party:

(i) expressly agrees and consents to this procedure for nominating and appointing the Arbitral Tribunal; and

(ii) irrevocably and unconditionally waives any right to choose its own arbitrator.

(e) The seat, or legal place of arbitration, shall be London. The language used in the arbitral proceedings shall be English.

40.4 Waiver of trial by jury

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

41. Complete agreement

The Finance Documents contain the complete agreement between the Parties on the matters to which they are related and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.

42. USA Patriot Act

Each Finance Party that is subject to the requirements of the USA Patriot Act hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

152
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 1

The Original Parties

Part 1

The Original Obligors

Name of Borrower	Jurisdiction of Organization
Iridium Satellite LLC	State of Delaware, USA

Name of Original Guarantor	Jurisdiction of Organization
Iridium Communications Inc.	State of Delaware, USA
Iridium Holdings LLC	State of Delaware, USA
Iridium Carrier Holdings LLC	State of Delaware, USA
Iridium Carrier Services LLC	State of Delaware, USA
Iridium Constellation LLC	State of Delaware, USA
Iridium Blocker-B Inc.	State of Delaware, USA
Iridium Government Services LLC	State of Delaware, USA
Syncom-Iridium Holdings Corp.	State of Delaware, USA

153
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 2

The Original Lenders

Name of Original Lender	Tranche A Commitment ($)		Tranche B Commitment ($)
DEUTSCHE BANK AG (PARIS BRANCH)		294,260,000		-
BANCO SANTANDER SA		294,260,000		-
SOCIÉTÉ GÉNÉRALE		294,260,000		-
NATIXIS		245,220,000		-
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.		-		187,500,000
BNP PARIBAS		182,000,000		-
CRÉDIT INDUSTRIEL ET COMMERCIAL		136,500,000		-
INTESA SANPAOLO S.p.A. (PARIS BRANCH)		91,000,000		-
UNICREDIT BANK AUSTRIA AG		-		75,000,000
Total Tranche A Commitments / Total Tranche B Commitments		1,537,500,000		262,500,000
Total Commitments		1,800,000,000

154
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 2

Conditions Precedent

Part 1

Conditions Precedent to Initial Utilisation

(A) Corporate documentation

1. A copy of the constitutional documents of each Original Obligor.

2. A copy of a resolution of the board of directors or members (as applicable) of each Original Obligor:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d) in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents.

3. A specimen of the signature of each person authorised on behalf of an Original Obligor to enter into any Finance Document or to sign or send any document or notice in connection with any Finance Document.

4. A certificate of an authorised officer of each Original Obligor certifying that:

(a) each copy document specified in paragraph (A)(1) of this Schedule delivered by such Obligor is true and complete as in effect on the date of such certificate;

(b) each copy document specified in paragraph (A)(2) of this Schedule delivered by such Obligor is true and complete and has not been amended, annulled, rescinded or revoked and there exist no other resolutions of the Company relating to the matters set forth therein; and

(c) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

5. A certificate of an authorised officer of the Borrower certifying that each copy document specified in paragraphs (C)(10), (D)(10), 12(12) and (13), (G)(17) and (18) (to the extent applicable), (H)(19) and (G)(22) and (23) (to the extent applicable) of this Schedule provided to the COFACE Agent is true and complete in all material respects and in full force and effect and (x) (with respect to the Satellite Supply Contract, the SpaceX Launch Contract, the Motorola Settlement Agreements and the Motorola IP Rights Agreement) has not been amended or superseded and (y) (with respect to any other document specified in this paragraph (A)(5)), such documents have not been materially amended or superseded (in each case, except for those amendments, modifications, supplements or waivers for which true and complete copies have been provided to the COFACE Agent).

155
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6. Certificates of good standing in respect of each Original Obligor issued as a of a recent date by the Secretary of State or other appropriate official of such Original Obligor's jurisdiction of incorporation or organisation.

7. Evidence that the agent of the Original Obligors under the Finance Documents governed by English law for service of process in England & Wales has accepted its appointment.

(B) Finance Documents

8. Originals of each of the following Finance Documents duly entered into by the parties thereto:

(a) this Agreement;

(b) each Fee Letter;

(c) the Subordination Agreement;

(d) the Motorola Intercreditor Agreement;

(e) the COFACE Insurance Policy;

(f) the COFACE Premium Letter;

(g) each Promissory Note; and

(h) each Transaction Security Document listed in section (C)(9) below.

(C) Transaction Security Documents

9. Originals of each of the following Transaction Security Documents duly entered into by the parties thereto:

(a) subject to Clause 23.30 (Additional Guarantors and resignation of Guarantors) of this Agreement, a pledge agreement over all of the membership interest in each Original Obligor (other than the Parent), executed by the relevant pledgors and the Security Agent;

(b) a security agreement over all of the assets of each Original Obligor, executed by each Original Obligor and the Security Agent (the Security Agreement);

(c) Control Agreement(s) with respect to the Collateral Accounts as defined in the Security Agreement;

(d) delivery of all original share certificates of Syncom-Iridium Holdings Corp. and stock powers, executed in blank, pledged under paragraph 9(a) above;

(e) Short Form IP Security Agreements in respect of Trademarks, Patents and Copyrights (to the extent applicable), in the forms annexed to the Security Agreement.

10. A copy of all notices required to be sent to the following parties under the Transaction Security Documents:

(a) the Supplier ; and

(b) SpaceX.

156
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(D) NEXT System Documents

11. A copy of each of the following NEXT System Documents:

(a) each Material NEXT System Document:

(i) the Satellite Supply Contract;

(ii) the Authorization to Proceed;

(iii) each Launch Services Contract:

(A) the SpaceX Launch Contract;

(B) the committed fixed price proposal to be provided pursuant to Schedule 22 (Back-Up Launch Strategy);

(iv) the Boeing O&M Agreement;

(v) the NEXT Support Services Agreement;

(vi) the Motorola Settlement and Release;

(vii) the Motorola IP Rights Agreement;

(b) the Motorola Settlement Agreements:

(i) the Supplemental Subscriber Equipment Technology Amendment and Agreement; and

(ii) the Transition Services Agreement;

(b) the operations and maintenance agreement between ICLLC and Telesat Canada dated 30 March 2001;

(c) the operations and maintenance agreement between ICLLC and Kongsberg Satellite Services dated 16 September 2006; and

(d) each Secondary Payload Contract in existence on the Initial CP Satisfaction Date (if any).

(E) Authorisations

12. A copy of the following Authorisations:

(a) the Material Communications Licenses set forth in Schedule 16 to this Agreement; and

(b) each material IP licence.

13. Evidence that the application for renewal of the NGSO Satellite Authorisation has been filed on or before the relevant due date.

(F) Legal opinions

14. A legal opinion of Allen & Overy LLP, Paris, legal advisers as to English law to the Finance Parties, addressed to the Finance Parties.

157
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

15. A legal opinion of Milbank Tweed Hadley & McCloy LLP, legal advisers in New York to the Obligors, addressed to the Finance Parties.

(G) Insurances

16. A certificate from the Insurance Adviser, addressed to the Finance Parties, confirming that the insurance to be provided by the Supplier as at the Initial CP Satisfaction Date pursuant to the Satellite Supply Contract complies with the terms of this Agreement and the NEXT System Documents.

17. Certificates evidencing the Insurance and/or copies of the policies of Insurance which the Obligors are required to have effected or procured as at the Initial CP Satisfaction Date in accordance with the provisions of Schedule 21 (Insurance) and the NEXT System Documents.

18. A certificate evidencing that the insurance cover TAS is required to have effected or procured pursuant to the Satellite Supply Contract as at the Initial CP Satisfaction Date naming the Borrower and/or Security Agent (as applicable) as additional insured in accordance with the provisions of Schedule 21 (Insurance).

(H) Financial Information

19. A copy of the Original Financial Statements.

(I) Base Case

20. The Base Case.

21. Confirmation that the exchange rate to be applied in updating the Agreed Banking Case (based on the final USD value of the Satellite Supply Contract) does not exceed 1.36.

(J) Other documents and evidence

22. Evidence of the opening of the Debt Service Reserve Account and Mandatory Prepayment Account.

23. Acceptable arrangements as to the Motorola litigation (including evidence of court filing and any other conditions to the effectiveness of the Motorola Settlement Agreements or the Motorola IP Rights Agreement).

24. Evidence that fees and expenses then due and payable by the Obligors under this Agreement have been paid (or will be paid simultaneously with the initial Utilisation).

25. An original of the Joint Interest Mandate duly executed by the parties thereto.

26. Evidence of the appointment of the Technical Adviser.

27. An update of the Technical Report from the Technical Adviser.

28. A copy of any other authorisation or other document, opinion or assurance which the COFACE Agent has notified the Borrower is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

158
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 2

Conditions Precedent required to be delivered by an Additional Guarantor

1. An Accession Deed executed by the Additional Guarantor and the Borrower.

2. A copy of the constitutional documents of the Additional Guarantor.

3. A copy of a resolution of the board of directors or members (as applicable) of the Additional Guarantor:

(a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents; and

(b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf.

4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5. If required by the laws of the jurisdiction of organization of the Additional Guarantor, a copy of a resolution signed by all the holders of issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.

7. If the proposed Additional Guarantor is organized in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 40.2 (Service of process) of the Agreement has accepted its appointment in relation to the proposed Additional Guarantor.

8. A legal opinion of legal advisers to the COFACE Agent as to matters of English law.

9. A legal opinion of legal advisers (reasonably acceptable to the COFACE Agent) to the Additional Guarantor in the jurisdiction of organization of the Additional Guarantor (and, if different, the law governing any Transaction Security Document executed by the Additional Guarantor).

10. A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the COFACE Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

11. Subject to the restrictions set forth in Clause 23.30 (Additional Guarantors and resignation of Guarantors) of the Agreement, any Transaction Security Documents which are required by the COFACE Agent to be executed by the proposed Additional Guarantor granting a security interest over Key Assets (other than Satellites), if any, as the Borrower specifies and any notices, documents or filings required to be given, executed or made in connection therewith.

Capitalised terms used but not defined herein shall have the meaning given to them in the COFACE Facility Agreement, dated __ October 2010.

159
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 3

Requests and Notices

Part 1

Form of Reimbursement Request

To: [The COFACE Agent]

From: [BORROWER]

Date: [l]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Agreement)

1. Reference is made to the Agreement. This is a Reimbursement Request. Capitalised terms used in this Reimbursement Request but not defined have the meaning given to them in the Agreement.

2. The Borrower hereby requests the borrowing of Loans on the following terms:

(a) Utilisation Date: [     ];

(b) Total amount of Loans: $ [     ] (being $[     ] under Tranche A and $[     ] under Tranche B);

(c) Application:
 

	Invoiced amount as per attached invoice(s) attached1	Amount requested to be reimbursed under the Agreement2
	[     ]	[     ]
	[     ]	[     ]
	[     ]	[     ]
	[     ]	[     ]
	[     ]	[     ]
	[     ]	[     ]
TOTAL	[     ]	[     ]

3. The proceeds of the Loans should be credited to:

(a) Bank Name: [     ];

(b) Account Name: [     ];

(c) Account Number: [     ];

¹ This is the total amount of the invoice(s) attached to this Reimbursement Request.

² This should be the amount payable under the invoice(s) in respect of COFACE Eligible Content.

160
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) SWIFT/Sort Code: [     ];

(e) Ref.: [     ].

4. The Borrower confirms that:

(a) the amounts referred to in the second column of the chart in paragraph 2(c) above are to reimburse the Borrower for payments (other than Down Payment[s]) made by it under and in accordance with the Authorization to Proceed in respect of COFACE Eligible Content delivered and rendered by the Supplier under the Authorization to Proceed;

(b) it has paid in full the Down Payment[s] in respect of which the Loans are being requested pursuant to this Reimbursement Request and no part of the amounts referred to in the second column of the chart in paragraph 2(c) above are to reimburse the Borrower for, or relate to, any Down Payment;

(c) each amount referred to in the second column of the chart in paragraph 2(c) above represents no more than the portion of the amount of the invoice[s] from the Supplier attributable to the provision of COFACE Eligible Content, [a copy][copies] of which [is][are] attached to this Reimbursement Request;

(d) the total amount of Loans referred to in paragraph 2(b) above:

(i) does not include any amount for which any Loan has previously been made under the Agreement;

(ii) does not include any amount in respect of any Down Payment; and

(iii) has not been (and is not) the subject of any other Utilisation Request;

(e) all documents supplied by it in support of this Reimbursement Request are true copies of the originals and are, to the extent applicable, in all material respects in conformity with the Authorization to Proceed and you may rely on the accuracy and completeness of all information and documents contained in or supplied with this Reimbursement Request;

(f) each condition precedent under [Clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent)]³ [Clause 4.2 (Further conditions precedent)]⁴ of the Agreement which must be satisfied on the date of this Reimbursement Request is so satisfied; and

(g) all representations and warranties set forth in Clause 20 (Representations) of the Agreement which are deemed to be repeated on each Utilisation Date in accordance with Clause 20.29 (Times when representations made) of the Agreement remain true and correct in all material respects (except as otherwise updated by the delivery of an updated schedule pertaining thereto in accordance with paragraph (b) of Clause 20.29 (Times when representations made) of the Agreement).

5. The Borrower also includes:

(a) copies of the invoice[s] from the Supplier in relation to the amounts referred to in paragraph 2(c) above; and

³ Note: To include for the initial disbursement only.

⁴ Note: To include for all disbursements other than the initial disbursement.

161
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) the Supplier's Confirmation in the form set out as Part 2 of Schedule 3 (Form of Supplier's Confirmation) of the Agreement.

6. This Reimbursement Request is irrevocable.

By:

[                   ]

162
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 2

Form of Supplier's Confirmation

To: [THE COFACE AGENT]

From: [SUPPLIER]

Date: [l]

[Serial No [     ]]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Agreement)

1. Reference is made to the Agreement. This is the Supplier's Confirmation in relation to the Reimbursement Request dated [l]. Capitalised terms used in this Supplier’s Confirmation but not defined have the meaning given to them in the Agreement.

2. In accordance with the terms of the Authorization to Proceed, we hereby confirm that the sum of $ [Total of relevant receipt in respect of COFACE Eligible Content] has been received by us from the Borrower under and in accordance with the Authorization to Proceed as indicated below:

	Amount received by us for the provision of COFACE Eligible Content5
	[     ]
	[     ]
	[     ]
	[     ]
	[     ]
	[     ]
TOTAL	[     ]

3. We further confirm that we have received in full the Down Payment[s] in respect of which the Loans are being requested in the Reimbursement Request and that no part of the amounts referred to in the second column of the chart in paragraph 2(c) of the Reimbursement Request relate to any Down Payment, [and that the aggregate amount of all payments received by us under the Authorization to Proceed and the Satellite Supply Contract is no less than 5% of the Contract Price]⁶.

5 This should set out the total amount received by the Supplier from the Borrower for the provision of COFACE Eligible Content as per the invoices attached to the relevant Reimbursement Request (and, for the avoidance of doubt, should not include any amounts received by the Supplier from the Borrower in respect of any Down Payment[s]).

6 Note: To include for the initial disbursement only.

163
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4. We confirm that we have delivered and rendered COFACE Eligible Content under the Authorization to Proceed, the value of which corresponds to the aggregate of:

(a) the amount referred to in paragraph 2 above; and

(b) the aggregate of the amount of Down Payment[s] made in respect of which the Loans are being requested in the Reimbursement Request,

and that such COFACE Eligible Content has been delivered and rendered in compliance with all restrictions and limits imposed on us by COFACE.

5. We confirm our compliance with the Authorization to Proceed with respect to authorizations, permits and other approvals of any Governmental Authority required in relation to the Authorization to Proceed.

6. We further warrant that the amount referred to in paragraph 2 above:

(a) does not include any amount in respect of any Down Payment; and

(b) has not been the subject of a previous Supplier's Confirmation.

7. Finally, we confirm that:

(a) the Authorization to Proceed and the Satellite Supply Contract are in full force and effect and have not been suspended, interrupted, cancelled, terminated, materially amended or materially modified, whether in whole or in part; and

(b) [except as detailed below,]⁷ no arbitration or other legal proceedings have been initiated between the Borrower and us in respect of the Authorization to Proceed.

[details].

By:

[SUPPLIER]

⁷ Supply details if applicable.

164
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 3

Form of Disbursement Request

To: [The COFACE Agent]

From: [BORROWER]

Date: [l]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Agreement)

1. Reference is made to the Agreement. This is a Disbursement Request. Capitalised terms used in this Disbursement Request but not defined have the meaning given to them in the Agreement.

2. The Borrower wishes to borrow Loans on the following terms:

(a) Utilisation Date: [     ];

(b) Total amount of Loans: $ [     ] (being $[     ] under Tranche A and $[     ] under Tranche B);

(c) Invoice number[s]: $ [     ];

(d) Aggregate value of invoice[s]: $ [     ];

(e) Aggregate value of invoice[s] relating to the provision of COFACE Eligible Content: $ [     ];

3. The proceeds of the Loans should be credited to:

(a) Bank Name: [     ];

(b) Account Name: [     ];

(c) Account Number: [     ];

(d) SWIFT/Sort Code: [     ];

(e) Ref.: [     ].

4. The Borrower confirms that:

(a) on [insert date] the amounts referred to in paragraph 2(e) above are due to be paid under and in accordance with the Satellite Supply Contract in respect of COFACE Eligible Content delivered and rendered by the Supplier under the Satellite Supply Contract as indicated in that paragraph;

(b) [it has paid in full the Down Payment[s] in respect of which the Loans are being requested in this Disbursement Request;]

165
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) the aggregate amount referred to in paragraph 2(e) above represents no more than the portion of the amount of the invoice[s] from the Supplier attributable to the provision of COFACE Eligible Content, [a copy][copies] of which [is][are] attached to this Disbursement Request;

(d) the total amount of Loans referred to in paragraph 2(b) above:

(i) does not include any amount for which any Loan has previously been made under the Agreement;

(ii) does not include any amount in respect of any Down Payment; and

(iii) has not been (and is not) the subject of any other Disbursement Request;

(e) all documents supplied by it in support of this Disbursement Request are true copies of the originals and are, to the extent applicable, in all material respects in conformity with the Satellite Supply Contract and you may rely on the accuracy and completeness of all information and documents contained in or supplied with this Disbursement Request;

(f) each condition precedent under [Clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent)]⁸ [Clause 4.2 (Further conditions precedent)]⁹ of the Agreement which must be satisfied on the date of this Disbursement Request is so satisfied; and

(g) all representations and warranties set forth in Clause 20 (Representations) of the Agreement which are deemed to be repeated on each Utilisation Date in accordance with Clause 20.29 (Times when representations made) of the Agreement remain true and correct in all material respects (except as otherwise updated by the delivery of an updated schedule pertaining thereto in accordance with paragraph (b) of Clause 20.29 (Times when representations made) of the Agreement).

5. The Borrower also includes:

(a) copies of the invoice[s] from the Supplier in relation to the amounts referred to in paragraph 2(e) above; and

(b) the Supplier's Confirmation in the form set out as Part 4 of Schedule 3 (Form of Supplier's Confirmation) of the Agreement

6. This Disbursement Request is irrevocable.

By:

[BORROWER]

⁸ Note: To include for the initial disbursement only.

⁹ Note: To include for all disbursements other than the initial disbursement.

166
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 4

Form of Supplier's Confirmation

To: [THE COFACE AGENT]

From: [SUPPLIER]

Date: [l]

[Serial No [     ]]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Agreement)

1. Reference is made to the Agreement. This is the Supplier's Confirmation in relation to the Disbursement Request dated [l]. Capitalised terms used in this Supplier’s Confirmation but not defined have the meaning given to them in the Agreement.

2. In accordance with the terms of the Satellite Supply Contract, we hereby confirm that on [insert date], the sum of $ [Total of relevant amount due to be paid in respect of COFACE Eligible Content] is due to be paid under and in accordance with the Satellite Supply Contract in respect of COFACE Eligible Content delivered and rendered by us, as indicated below:

	Amount due to be paid for the provision of COFACE Eligible Content10
	[     ]
	[     ]
	[     ]
	[     ]
	[     ]
	[     ]
TOTAL	[     ]

3. We further confirm that [we have received in full the Down Payment in respect of which the Loans are being requested in paragraph 2(b) of the Disbursement Request and that] no part of the amounts referred to in paragraph 2(e) of the Disbursement Request relate to any Down Payment.

4. We confirm that we have delivered and rendered COFACE Eligible Content under the Satellite Supply Contract, the value of which corresponds to the aggregate of:

(a) the amount referred to in paragraph 2 above; and

(b) the aggregate of the amount of Down Payment[s] made in respect of which the Loans are being requested in paragraph 2(b) of the Disbursement Request,

¹⁰ This should set out the total amount due to be paid to Supplier from the Borrower for the provision of COFACE Eligible Content as per the invoices attached to the relevant Disbursement Request.

167
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

and that such COFACE Eligible Content has been delivered and rendered in compliance with all restrictions and limits imposed on us by COFACE.

5. We confirm our compliance with the Satellite Supply Contract with respect to authorizations, permits and other approvals of any Governmental Authority required in relation to the Satellite Supply Contract.

6. We further warrant that the amount referred to in paragraph 2 above:

(a) does not include any amount in respect of any Down Payment; and

(b) has not been the subject of a previous Supplier's Confirmation.

7. Finally, we confirm that:

(a) the Satellite Supply Contract is in full force and effect and has not been suspended, interrupted, cancelled, terminated, materially amended or materially modified, whether in whole or in part; and

(b) [except as detailed below,]¹¹ no arbitration or other legal proceedings have been initiated between the Borrower and us in respect of the Satellite Supply Contract.

[details].

By:

[SUPPLIER]

¹¹ Supply details if applicable.

168
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 4

Form of Budget

			Iridium Communications Inc.
			Consolidated Income Statement
			(In thousands)
			2011
($K)			1Q11	2Q11	3Q11		4Q11	2011
[***]
[***]
[***]
[***]			0	0	0		0	0
[***]
[***]
[***]			0	0	0		0	0
	[***] [***]		0	0	0		0	0
[***]
[***]
[***]
[***]
[***]
[***]
	[***]
		[***]						0
		[***]						0
	[***]							0
[***]			0	0	0		0	0
[***]
	[***]							0
	[***]							0
	[***]							0
	[***]							0
	[***]							0
[***]			0	0		0	0	0
[***]			0	0		0	0	0
[***]
	[***]							0
	[***]							0
	[***]							0
[***]			0	0		0	0	0
[***]			0	0		0	0	0
	[***]							0
[***]			0	0		0	0	0
[***]								0
[***]
[***]			0	0		0	0	0
[***]			0	0		0	0	0

169
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Iridium Communications Inc.

Consolidated Balance Sheet

(In thousands)

2011

($K)

1Q11

2Q11

3Q11

4Q11

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

0

0

0

0

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

0

0

0

0

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

0

0

0

0

[***]

[***]

[***]

[***]

[***]

[***]

0

0

0

0

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

0

0

0

0

[***]

0

0

0

0

0

0

0

0

170
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

		Iridium Communications Inc.
		Consolidated Cash Flow Statement (Non-GAAP)
		(In thousands)
		2011
($K)		1Q11	2Q11	3Q11	4Q11	2011
[***]		0	0	0	0	0
[***]
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
						0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
[***]		0	0	0	0	0
[***]
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
	[***]	0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
[***]		0	0	0	0	0
		0	0	0	0

171
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

	Iridium Communications Inc.
	Covenant Analysis
	(In millions)
	2011
	2Q11	4Q11
Tested At All Times
[***]
[***]
[***]
[***]	NO	NO
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]	NO	NO
[***]
[***]
[***]
[***]
[***]
[***]
[***]		NO
[***]
[***]
[***]
[***]
[***]
[***]	NO	NO
[***]	0	0
[***]	0	0
[***]
[***]
[***]		0
[***]		0
[***]		NO
[***]	0	0
[***]	0	0
[***]
[***]

172
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

173
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 5

Form of Promissory Notes

Number: Promissory Note of [principal / interest]¹² [___] Loan [__________]

Made in [__________] on [__________] Good for [   ] ($[   ])

(date and place where note made)

On [______]

(Payment Date)

The Borrower, for value received, promises to pay against this Promissory Note to the order of [l] the amount of [   ] USD ($[   ]).

Protest waived

This Promissory Note is governed by French law.

"Reference: COFACE Facility Agreement dated [ ]"

Maker:

[                   ]

[insert address of the Borrower]

Place of payment:

[l]

[insert address]

[                   ]

(Signature of the authorised signatory of Borrower)

¹²          Note: Delete as appropriate.

174
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 6

Form of Joint Interest Mandate

[On the letterhead of the Borrower]

To: [COFACE Agent]

Dear Sirs,

We refer to the facility agreement (hereinafter called the Facility Agreement) dated [l] between, inter alios, ourselves, the Lenders and the COFACE Agent.

Terms not defined herein shall have the meaning ascribed thereto in the Facility Agreement.

1. In accordance with the terms of the Facility Agreement, we are sending you herewith 4 series of 14 Promissory Notes made as follows, each set corresponding to instalments of principal and interest payable in respect of each Tranche:

(a) 14 Promissory Notes of principal marked Promissory Note of principal no. 1 to Promissory Note of principal no. 14 to the order of [COFACE Agent] for Tranche A;

(b) 14 Promissory Notes of interest marked Promissory Note of interest no. 1 to Promissory Note of principal no. 14 to the order of [COFACE Agent] for Tranche A;

(c) 14 Promissory Notes of principal marked Promissory Note of principal no. 1 to Promissory Note of principal no. 14 to the order of [COFACE Agent] for Tranche B; and

(d) 14 Promissory Notes of interest marked Promissory Note of interest no.1 to Promissory Note of principal no. 14 to the order of [COFACE Agent] for Tranche B.

Each of the Promissory Notes is made in the form set forth in Schedule 5 (Form of Promissory Notes) to the Facility Agreement.

Their respective amount and maturity dates of the Promissory Notes have been left blank in accordance with Clause 6.2(a) of the Facility Agreement.

We hereby irrevocably appoint you for the duration of the Facility Agreement as our true and lawful attorney-in-fact with the full power and authority in our name and on our behalf to complete the amount and maturity date, which have been left blank, of each Promissory Note and to amend and take such other actions with respect to the Promissory Notes in accordance with the following instructions:

2. Completion of the Promissory Notes

After the Starting Point of Repayment and no later than 10 Business Days before the First Repayment Date, you will insert:

- the relevant maturity date on each Promissory Note of interest and principal of each Tranche, using the Starting Point of Repayment and the Final Maturity Date as a reference;

175
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

- you shall insert on each Promissory Note of principal of each Tranche an amount equal to the amount of the relevant Repayment Instalment determined in accordance the schedule of Repayment Instalments provided by the COFACE Agent pursuant to paragraph (c) of Clause 6.1 of the Facility Agreement;

- you shall insert on each Promissory Note of interest of Tranche A an amount equal to the amount of interest due on the relevant Interest Payment Date determined in accordance the schedule of Repayment Instalments provided by the COFACE Agent pursuant to paragraph (c) of Clause 6.1 of the Facility Agreement;

On the first day of each Interest Period following the Starting Point of Repayment, you will insert on the Promissory Note of interest relating to the relevant Interest Period of Tranche B the amount of interest, such amount of interest to be calculated in accordance with such provisions of Clause 10 of the Facility Agreement which are applicable to Tranche B.

3. Modification of the Promissory Notes in the event of prepayment

If any part of any Tranche of the Facility is to be prepaid for any reason whatsoever, you will modify the amounts appearing on the relevant Promissory Notes of principal for such Tranche, so as to conform to the principal amount of such Tranche of the Facility then outstanding after the prepayment, and will modify the maturity dates of both the Promissory Notes of principal and the Promissory Notes of interest related to such Tranche subject to prepayment at that time, with the words "at sight" and will return to the Borrower the Promissory Notes relating to the amount prepaid under such Tranche.

4. Where under Clause 24 (Events of Default) of the Facility Agreement all outstanding amounts due under the Facility Agreement are accelerated:

If the acceleration occurs before the Starting Point of Repayment:

(a) in respect of each Tranche, you shall insert on a Promissory Note of principal the accelerated date of payment as maturity date and an amount equal to the amount of principal due under the relevant Tranche;

(b) in respect of each Tranche, you shall insert on a Promissory Note of interest the accelerated date of payment as maturity date and an amount equal to the amount of interest accrued until such early payment date;

If the acceleration occurs after the Starting Point of Repayment:

(a) you will modify the payment date of all of the remaining Promissory Notes of principal for each Tranche by substituting the accelerated date of payment and, if necessary, the amount of the Promissory Notes of principal for each Tranche such that the total amount of the Promissory Notes of principal for each Tranche is equal to the accelerated amount of each Tranche of the Facility; and

(b) you will enter on a Promissory Note of interest for each Tranche an amount equal to the total interest due at the accelerated date of payment for each Tranche and will enter as the payment date on such Promissory Note the accelerated date of payment.

The present mandate, given in the joint interest of the parties, is in consequence irrevocable. It has been drawn up in accordance with the specimen set out in Schedule 6 (Form of Joint Interest Mandate) to the Facility Agreement, and may only be modified with the written approval of the COFACE Agent and the Borrower.

176
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The Promissory Notes will be kept by the COFACE Agent in safekeeping and for the purposes set forth in this mandate.

The Promissory Notes will be returned to the Borrower upon full payment of such Promissory Notes.

When the present mandate has been carried out, please inform us forthwith.

We enclose the names, titles and specimens of the signatures of our representatives who have signed the Promissory Notes and this letter.

All possible disputes resulting from this letter or from its implementation will be dealt with in accordance with Clause 40 (Enforcement) of the Facility Agreement.

The present mandate is governed by and construed in accordance with French law.

Made in [l] on [l],
Signature of the Borrower	Signature of the COFACE Agent

177
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 7

Mandatory Cost Formula

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the COFACE Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the COFACE Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the COFACE Agent. This percentage will be certified by that Lender in its notice to the COFACE Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the COFACE Agent as follows:

(a) in relation to a sterling Loan:

per cent. per annum

(b) in relation to a Loan in any currency other than sterling:

per cent. per annum.

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in paragraph (a) of Clause 10.4 (Default interest)) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the COFACE Agent on interest bearing Special Deposits.

178
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the COFACE Agent as being the average of the most recent rates of charge supplied by the Base Reference Banks to the COFACE Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) "Eligible Liabilities" and "Special Deposits" have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) "Fees Rules" means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) "Fee Tariffs" means the fee tariffs specified in the Fees Rules under Column 1 of the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) "Tariff Base" has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

(e) In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

6. If requested by the COFACE Agent, each Base Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the COFACE Agent, the rate of charge payable by that Base Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Base Reference Bank as being the average of the Fee Tariffs applicable to that Base Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Base Reference Bank.

7. Each Lender shall supply any information required by the COFACE Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the COFACE Agent may reasonably require for such purpose.

Each Lender shall promptly notify the COFACE Agent of any change to the information provided by it pursuant to this paragraph.

8. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Base Reference Bank for the purpose of E above shall be determined by the COFACE Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the COFACE Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

179
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

9. The COFACE Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Base Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

10. The COFACE Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Base Reference Bank pursuant to paragraphs 3, 7 and 8 above.

11. Any determination by the COFACE Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

12. The COFACE Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

180
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 8

Form of Transfer Certificate

To: [           ] as COFACE Agent and [           ] as Security Agent and Iridium Satellite LLC, as Borrower, for and on behalf of each Obligor

From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated: [l]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Facility Agreement)

1. Reference is made to the Facility Agreement. This agreement (the Agreement) shall take effect as a Transfer Certificate for the purpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 25.5 (Procedure for transfer) of the Facility Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule (attached hereto) in accordance with Clause 25.5 (Procedure for transfer) of the Facility Agreement.

(b) The proposed Transfer Date is [l].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule (attached hereto).

3. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the COFACE Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender;]

(b) [not a Qualifying Lender;]

(c) [others to be specified].

5. This Agreement acts as notice to the COFACE Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of each Obligor) of the transfer referred to in this Agreement.

6. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

7. This Agreement is governed by English law.

8. This Agreement has been entered into on the date stated at the beginning of this Agreement.

181
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

182
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the COFACE Agent and the Transfer Date is confirmed as [l].

[COFACE Agent]

By:

[Security Agent]

By:

183
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 9

Form of Assignment Agreement

To: [           ] as COFACE Agent and [           ], [           ] as Security Agent, and Iridium Satellite LLC as Borrower, for and on behalf of each Obligor

From: [the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated: [l]

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Facility Agreement)

1. Reference is made to the Facility Agreement. This is an Assignment Agreement. This agreement (the Agreement) shall take effect as an Assignment Agreement for the purpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2. We refer to Clause 25.6 (Procedure for assignment) of the Facility Agreement:

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement as specified in the Schedule (attached hereto).

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement specified in the Schedule (attached hereto).

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [l].

4. On the Transfer Date, the New Lender becomes party to the relevant Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) of the Facility Agreement are set out in the Schedule (attached hereto).

6. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).

7. The New Lender confirms, for the benefit of the COFACE Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender;]

(b) [not a Qualifying Lender;]

(c) [others to be specified].

184
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

8. This Agreement acts as notice to the COFACE Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

9. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

10. This Agreement is governed by English law.

11. This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

185
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THE SCHEDULE

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the COFACE Agent and the Transfer Date is confirmed as [l].

Signature of this Agreement by the COFACE Agent constitutes confirmation by the COFACE Agent of receipt of notice of the assignment referred to in this Agreement, which notice the COFACE Agent receives on behalf of each Finance Party.

[COFACE Agent]

By:

[Security Agent]

By:

186
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 10

Form of Accession Deed

To: [                   ] as COFACE Agent

From: [insert name of Material Company]

Dated: [l]

Dear Sirs

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Facility Agreement)

1. Reference is made to the Facility Agreement. This deed (the Accession Deed) shall take effect as an Accession Deed for the purposes of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Accession Deed unless given a different meaning in this Accession Deed.

2. [insert name of Material Company] agrees to become an Additional Guarantor and to be bound by the terms of the Facility Agreement and the other Finance Documents as an Additional Guarantor pursuant to Clause 23.30 (Additional Guarantors and resignation of Guarantors) of the Facility Agreement. [insert name of Material Company] is a company duly organized under the laws of [name of relevant jurisdiction] and is a [insert type of company].

3. [[insert name] agrees to become an Intra-Group Creditor and an Intra-Group Debtor pursuant to Clause [15.2] (Accession) of the Subordination Agreement and to be bound by the terms of the Subordination Agreement as an Intra-Group Creditor and an Intra-Group Debtor as if it had been an original party to the Subordination Agreement.]

4. [insert name of Material Company]’s administrative details for the purposes of the Facility Agreement are as follows:

Address:

Fax No.:

Attention:

5. This Accession Deed is governed by English law.

THIS ACCESSION DEED has been signed on behalf of the Borrower and executed as a deed by [insert name of Material Company] and is delivered on the date stated above.

[insert name of Material Company]
[EXECUTED as a DEED	)
By:       [Material Company]	)
	Director
	Director/Secretary

187
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The Borrower
	[Borrower]
By:

The COFACE Agent

[COFACE Agent]

By:

188
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 11

Form of Resignation Letter

To: COFACE Agent

From: [resigning Obligor] and [Borrower]

Dated: [l]

Dear Sirs

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Facility Agreement)

1. Reference is made to the Facility Agreement. This is a Resignation Letter. Terms defined in the Facility Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to Clause 23.30 (Additional Guarantors and resignation of Guarantors), we request that [resigning Obligor] be released from its obligations as a Guarantor under the Facility Agreement and the Finance Documents (other than the Subordination Agreement).

3. We confirm that:

(a) no Default is continuing or would result from the acceptance of this request; and

(b) [this request is given as a result of [resigning Obligor] ceasing to qualify as a Material Company]*;

(c) [this request is given as a result of the Lenders consenting to the resignation of the [resigning Obligor]]**;

(d) [             ]***

4. This Resignation Letter is governed by English law.

[Borrower]	[resigning Obligor]
By:	By:

NOTES:

* Insert if applicable.

** Insert if applicable.

*** Insert any other circumstances permitted under the Facility Agreement for a resignation of an Obligor.

189
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 12

Form of Compliance Certificate

To: COFACE Agent

From: [Parent]

Dated: [l]

Dear Sirs

IRIDIUM SATELLITE LLC
$[l] COFACE Facility Agreement dated [l] (the Facility Agreement)

1. Reference is made to the Facility Agreement. This is a Compliance Certificate. Terms defined in the Facility Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. This Compliance Certificate is delivered in accordance with Clause 21.2 (Provision and contents of Compliance Certificate) of the Facility Agreement by an authorized officer of the Parent. This Compliance Certificate is delivered with respect to the [Financial Year ended [l]] [Financial Quarter ended [l]]¹³. Computations indicating compliance with respect to the covenants contained in paragraphs (a)(i), (a)(ii) [and (a)(iii)]¹⁴ of Clause 22.1 (Financial condition) and [paragraphs (b)(i) and (b)(ii) of Clause 22.1 (Financial condition)] [paragraphs (c)(i) and (c)(ii) of Clause 22.1 (Financial condition)]¹⁵ of the Facility Agreement are set forth below.

3. (a) In respect of the Calculation Period expiring on [l], the Borrower confirms that:

[Insert details of covenants to be certified].

(b) [In respect of the Calculation Date expiring on [l], the Borrower confirms that:]¹⁶

4. The Borrower confirms that in respect of the Calculation Period expiring on [l]:

(a) Cumulative Cashflows is [l];

(b) Ancillary Cashflows is [l]; and

(c) the Available Cure Amount is [l].

5. [The Borrower confirms that no Default is continuing.]*

6. [The Borrower confirms that the following companies constitute Material Companies for the purposes of the Facility Agreement: [l].]

¹³ Note: Insert as appropriate. Compliance Certificates are to be delivered in respect of each Calculation Date (i.e., with each set of audited annual financials and quarterly financials ending on a June 30 Calculation Date).

¹⁴ Note: Insert as appropriate. Compliance with Clause 22.1(a)(iii) only required to be tested on a calendar year basis.

¹⁵ Note: Insert as appropriate. Financial covenants set forth in Clause 22.1(b) are only required to be tested until the later of (x) the date of In-Orbit Acceptance of at least 66 Satellites and (y) the First Repayment Date. Financial covenants set forth in Clause 22.1(c) are only required to be tested from the First Repayment Date until the Final Maturity Date.

¹⁶ Note: Insert with respect to testing of Secondary Payload Cashflows covenant.

190
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

7. The Borrower confirms that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA), aggregate gross assets, aggregate net assets and aggregate turnover of the Obligors (calculated on an unconsolidated basis and excluding all intra-NEXT Group items and investments in Subsidiaries of any member of the NEXT Group) exceeds [***]% of Consolidated EBITDA, consolidated gross assets, net assets and turnover (as the case may be) of the NEXT Group.

8. The Borrower confirms that from the date of the Compliance Certificate most recently delivered to the date hereof

(a) [***] accounts receivable (and all proceeds thereof):

(i) for services rendered (including goods sold) in the U.S. or with U.S. customers (including, without limitation, the U.S. Department of Defense); and

(ii) to the fullest extent permitted by law or regulation, for services rendered outside US with non-US customers,

by or on behalf of any member of the NEXT Group have been paid directly or indirectly by way of intercompany transfers on receipt of the same into the BOA Revenue Account or such other accounts subject to Transaction Security;

(b) at least [***]% of all cash and Cash Equivalents of the NEXT Group have been held in the BOA Revenue Account and/or such other deposit or securities accounts with an Acceptable Bank in the U.S. that are subject to the Transaction Security; and

(c) all cash and Cash Equivalent Investments of the NEXT Group other than an amount up to the greater of (i) [***]% of all cash and Cash Equivalent Investments of the NEXT Group, and (ii) cash and Cash Equivalent Investments with an aggregate value of $[***], have been subject to the Transaction Security,

(in each case, as based on the monthly average account balances on the basis of bank statements).

Signed
	Authorized Officer of Parent

NOTES:

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

191
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 13

Form of Auditors' Report

To: Iridium Communications Inc.

We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Iridium Communications Inc. (the Company) as of [______], and the related consolidated statements of income, changes in stockholders’ equity and comprehensive income (loss) and cash flows for the year then ended, and have issued our report thereon [________].

In connection with our audit, [nothing came to our attention that caused us to believe that Iridium Satellite LLC (the Borrower) failed to comply with the financial covenants, set forth in Clause 22.1 of the COFACE Facility Agreement,]¹⁷ dated as of [______], 2010 (the Agreement), by and among the Company, the Borrower, the Original Obligors (as such term is defined in the Agreement), Société Générale, as COFACE Agent, Deutsche Bank Trust Company Americas, as Security Agent and U.S. Collateral Agent, and the financial institutions party thereto from time to time. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance.

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The condensed consolidating financial information of the Company and its subsidiaries as of and at the year ended [l] appearing in [Note [l]]¹⁸ is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

This report may be relied upon by the COFACE Agent and the Lenders, and is intended solely for the information and use of the Company, the COFACE Agent and the Lenders, and is not intended to be and should not be used by anyone other than the specified parties.

Name:

¹⁷ Note: Insert only to the extent applicable. To the extent that Auditor is aware of any information causing them to believe non-compliance by the Borrower with the financial covenants, specify such information in reasonable detail.

¹⁸ Such Note will include consolidated financial statements of the Group, consolidated financial statements of the NEXT Group and the financial statements of the Excluded Company.

192
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 14

LMA Form of Confidentiality Undertaking

[Letterhead of Potential Purchaser]

To: [insert name of Seller]

Re: The Agreement

Company:                               (the Company)

Date:

Amount:

Agent:

Dear Sirs

We are considering acquiring an interest in the Agreement which, subject to the Agreement, may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more Finance Documents and/or one or more Obligors or by way of investing in or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or other transaction (the Acquisition). In consideration of you agreeing to make available to us certain information, by our signature of this letter we agree as follows (acknowledged and agreed by you by your signature of a copy of this letter):

1. CONFIDENTIALITY UNDERTAKING

We undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.

2. PERMITTED DISCLOSURE

You agree that we may disclose:

(a) to any of our Affiliates and any of our or their officers, directors, employees, professional advisers and auditors such Confidential Information as we shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph 2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

193
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) subject to the requirements of the Agreement, to any person:

(i) to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations which we may acquire under the Agreement such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph (i) of paragraph (a) has delivered a letter to us in equivalent form to this letter;

(ii) with (or through) whom we enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to the Agreement or any Obligor such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this sub-paragraph (ii) of paragraph (a) has delivered a letter to us in equivalent form to this letter;

(iii) to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation such Confidential Information as we shall consider appropriate; and

(c) notwithstanding paragraphs 2(a) and 2(b) above, Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose Confidential Information under the Agreement, as if such permissions were set out in full in this letter and as if references in those permissions to Finance Party were references to us.

3. NOTIFICATION OF DISCLOSURE

We agree (to the extent permitted by law and regulation) to inform you:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (iii) of paragraph 2(b) above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4. RETURN OF COPIES

If we do not enter into the Acquisition and you so request in writing, we shall return all Confidential Information supplied by you to us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by us and use our reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under sub-paragraph (iii) of paragraph 2(b) above.

5. CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive and remain binding on us until (a) if we acquire an interest in the Agreement by way of novation, the date on which we acquire such an interest; (b) if we enter into the Acquisition other than by way of novation, the date falling 2 years after termination of that Acquisition; or (c) in any other case 2 years after the date of this letter.

194
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

We acknowledge and agree that:

(a) neither you, nor any member of the Group nor any of your or their respective officers, employees or advisers (each a "Relevant Person") (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by you or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by you or be otherwise liable to us or any other person in respect of the Confidential Information or any such information; and

(b) you or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by us.

7. ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC

(a) This letter constitutes the entire agreement between us in relation to our obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

(b) No failure or delay in exercising any right or remedy under this letter will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy under this letter.

(c) The terms of this letter and our obligations under this letter may only be amended or modified by written agreement between us.

8. INSIDE INFORMATION

We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and we undertake not to use any Confidential Information for any unlawful purpose.

9. NATURE OF UNDERTAKINGS

The undertakings given by us under this letter are given to you and are also given for the benefit of the Company and each other member of the Group.

10. THIRD PARTY RIGHTS

(a) Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this letter.

(b) The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 and 9 subject to and in accordance with this paragraph 10 and the provisions of the Third Parties Act.

(c) Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person to rescind or vary this letter at any time.

195
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

11. GOVERNING LAW AND JURISDICTION

(a) This letter (including the agreement constituted by your acknowledgement of its terms) (the Letter) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law.

(b) The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).

12. DEFINITIONS

In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

"Confidential Information" means all information relating to the Company, any Obligor, the Group, the Finance Documents, the Facility and/or the Acquisition which is provided to us in relation to the Finance Documents or the Facility by you or any of your affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by us of this letter; or

(b) is identified in writing at the time of delivery as non-confidential by you or your advisers; or

(c) is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us after that date, from a source which is, as far as we are aware, unconnected with the Group and which, in either case, as far as we are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Group means the Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006).

Permitted Purpose means considering and evaluating whether to enter into the Acquisition.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of

[Potential Purchaser]

196
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

To: [Potential Purchaser]

We acknowledge and agree to the above:

For and on behalf of

[Seller]

197
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 15

Timetables

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	U-10 9.30 a.m. Paris time
COFACE Agent notifies the Lenders of the Loans in accordance with Clause 5.4 (Lenders' participation)	U-4 11.00 a.m. Paris time
LIBOR is fixed	Quotation Day as of 11:00 a.m. London time

"U"	=	date of Utilisation.
"U – X"	=	X Business Days prior to date of Utilisation

198
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 16

Existing Guarantees

1. That certain guarantee provided by the Borrower for the benefit of Boeing in respect of ICLLC’s obligations under the Boeing O&M Agreement.

2. That certain Guarantee of Lease, dated as of August 17, 2009, provided by Iridium Holdings LLC for the benefit of TYE Development Company, L.L.C., in respect of the Borrower’s obligations under that certain Deed of Lease, dated as of August 17, 2009, by and between the Borrower and TYE Development Company, L.L.C.

199
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 17

Existing Liens

None.

200
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 18

Communications Licences

Country	Holder	License	Expiration Date
USA	Iridium Constellation LLC	Space Station Authorization for Big LEO NGSO Satellite Constellation (call sign S2110)	Grant: 1/31/1995; Expires: 11/01/2013
USA	Iridium Satellite LLC	Earth Station Authorization for 50,000 mobile non-common carrier handsets for Government use (call sign E960132)	Grant: 10/30/1996; Expires: 11/1/2021
USA	Iridium Satellite LLC	Earth Station Authorization for fixed Ka-band feederlink and TT&C earth station in Fairbanks, AK (call sign E050282)	Grant: 2/9/2006; Expires: 2/9/2021
USA	Iridium Satellite LLC	Earth Station Authorization for fixed Ka-band feederlink and TT&C earth station in Fairbanks, AK (call sign E060300)	Grant: 3/29/2007; Expires: 3/29/2022
USA	Iridium Satellite LLC	Earth Station Authorization for fixed Ka-band feederlink and TT&C earth station in Tempe, AZ (call sign E960131)	Grant: 10/30/1996; Expires: 11/1/2021
USA	Iridium Constellation LLC	Earth Station Authorization for fixed C-band TT&C earth station in Leesburg, VA (call sign E010193)	Grant: 10/25/2001; Expires: 10/25/2011
USA	Iridium Carrier Services LLC	Earth Station Authorization for 150,000 mobile common carrier handsets for public use (call sign E960622)	Grant: 10/30/1996; Expires: 10/30/2021
Norway	[***]	License no. [***] for use of [***]	Grant: 6/1/2007; Expires: 12/31/2014

201
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 19

Existing Financial Indebtedness

1. Promissory Note in the amount of $23,000,000 by the Borrower in favor of Motorola, Inc., dated as of September 30, 2010.

2. Irrevocable Standby Letter of Credit from National Bank of Egypt in the amount of 200,000 Egyptian Pounds.

3. Irrevocable Standby Letter of Credit from Saudi Investment Bank in the amount of 300,000 Saudi Riyals.

4. Intercompany debt owed by ICG Communications GmbH¹⁹ to Gabrielle 14 Vermoegensverwaltungs GmbH in the amount of €69,401,069.38.

5. Invoice from Sidley Austin LLP from 2007 in the amount of $197,980.02.

¹⁹ As noted on Schedule 20, cancellation of this entity is currently under process. In connection with such cancellation, this indebtedness will terminate.

202
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 20

Group Structure Chart

203
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 21

Insurance

1. Appendix 1 specifies the insurances which are to be effected or procured by the Obligors (or which the Obligors are to ensure are effected or procured by TAS and the Launch Services Providers, as the case may be). The Borrower shall procure that the insurances specified in Appendix 1 are purchased and maintained in full force and effect for the period of cover set out in Appendix 1.

2. Terms and conditions in the launch and initial-in orbit insurance set out in Section 3 of Part 1 of Appendix 1 (for the avoidance of doubt, including insurance in respect of replacement launches to the extent applicable) (the Launch and Initial In-Orbit Insurance) shall include provisions customary at the time of placement including:

(a) loss payee provision satisfactory to the COFACE Agent;

(b) insurance to be primary to any other insurance carried by the insured;

(c) that the proceeds of the launch insurance claims are subject to security by way of assignment and/or délégation to the COFACE Agent and/or the Security Agent;

(d) the Security Agent, on behalf of the Finance Parties has the right, but not the obligation, to pay premiums;

(e) insurers waive all rights of (i) set off or counterclaim against the Obligors in connection with their obligations to make payments under such insurance, except as regards payment of premium under the applicable policy and (ii) subrogation against the Security Agent and the Finance Parties; and

(f) provision of Brokers' standard letter of undertaking (in substantially the form attached as Appendix 3) and acknowledgement of assignment.

3. 6 months before anticipated date of the first launch (the Scheduled Launch Date), the Borrower shall provide draft Launch and Initial In-Orbit Insurance policies to the COFACE Agent, which shall include provisions customary at the time of placement including those set out above.

4. 3 months before the Scheduled Launch Date, or such later time as agreed by the COFACE Agent, the Borrower shall provide evidence to the COFACE Agent that the Launch and Initial In-Orbit Insurances are confirmed bound. No later than ninety (90) days before the Scheduled Launch Date or, upon written request from the Borrower and subject to the approval of the COFACE Agent, such later mutually agreed date based on prevailing market conditions but not later than thirty (30) days before the Scheduled Launch Date, the Borrower shall provide to the COFACE Agent and the Security Agent the Launch and Initial In-Orbit Insurance documentation duly agreed by all parties thereto.

5. All insurers shall be of internationally recognised reputation in the satellite insurance marketplace and carrying a Standard & Poor's Rating Services ("S&P") insurer security rating of no less than A-, or AM Best A- or equivalent, or with a credit rating or credit standing otherwise acceptable to the COFACE Agent (acting on the advice of the Insurance Adviser) (an Acceptable Insurer) subject, in the case of each class of Insurance, to a basket of ten per cent. (10%) of the sum insured that may be allocated to insurers rated BBB by S&P or B++ by AM Best or equivalent.

204
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appendix 1

Insurance Schedules

Part 1

Material Insurance

1. Pre-launch property "all risks" insurance:

Pre-launch property "all risks" insurance to be provided by TAS under the Satellite Supply Contract, covering the Satellites before risk transfers to the Borrower.

The insurance will include the Borrower and/or its designees named as an additional insured on such insurance policy(ies) to the extent of their interest and the Borrower shall use best efforts to procure that the Security Agent is also named as an additional insured on such insurance policy(ies) to the extent of its interest.

2. Pre-launch and launch liability insurance:

(a) Where the Launch Services Provider is SpaceX:

Pre-launch and launch liability insurance to be provided by SpaceX covering legal liability for third party property damage and bodily injury caused by an occurrence resulting from the activities carried out by the Borrower and SpaceX, their contractors, subcontractors, suppliers and agents related to the SpaceX Launch Contract at the Launch Site as required by the SpaceX Launch Contract.

The insured parties will be SpaceX, the Borrower, U.S. Government, TAS, their contractors, subcontractors, suppliers and agents, COFACE, the Lenders and all others provided for by the SpaceX Launch Contract.

The insurance will provide a limit of liability at least to the levels required pre-launch and post launch by the FAA for a Falcon 9 launching from Vandenberg Air Force Base, California.

(b) Where the Launch Services Provider is International Space Company Kosmotras (Kosmotras):

Pre-launch and launch liability insurance to be provided by Kosmotras covering legal liability for third party property damage and bodily injury caused by an occurrence resulting from the activities carried out by the Borrower and Kosmotras, their contractors, subcontractors, suppliers and agents related to the Launch Services Contract, dated June 14, 2011, between the Borrower and Kosmotras (the Kosmotras Launch Contract) at the launch site as required by the Kosmotras Launch Contract.

The insured parties will be Kosmotras, the Borrower, Russian government, US government, TAS, their contractors, subcontractors, suppliers and agents, COFACE, the Lenders and all others provided for by the Kosmotras Launch Contract.

The insurance will provide a limit of liability at least to the levels required pre-launch and post launch by the Ministry of Defense in Russia, for a Dnepr launching from Yasny, Russia.

205
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(a) Where an alternative Launch Services Provider is selected (pursuant to Schedule 22 (Back-Up Launch Strategy)):

Pre-launch and launch liability insurance to be provided by the Launch Services Provider acceptable to the COFACE Agent (acting on the advice of the Insurance Adviser), and based on the customary terms of coverage provided by the Launch Services Provider taking into account the launch vehicle/site and launch programme).

2. Launch and Initial In-Orbit insurance:

(a) Satellites

Where the Launch Services Provider is SpaceX and Kosmotras:

Launch and Initial In-Orbit Insurance to be provided by the Borrower from transfer of risk of loss from TAS to the Borrower under the Satellite Supply Contract, for "all risks" of physical loss of or damage to each of the 63 out of 72 Satellites arising out of the launch thereof in each case, until 12 months after the launch thereof, including transfer orbit and initial deployments through in-orbit acceptance of each of the 63 Satellites, in combination with the initial loss reflight option provided for in the SpaceX Launch Contract, in the event the reflight option is exercised.

The insured parties will be the Borrower and the Security Agent and the insurance will conform to the subrogation waiver requirements in the Satellite Supply Contract and the Launch Services Contracts.

The insurance will provide coverage:

(i) during the period from launch up to In Orbit Acceptance of each of the insured 63 Satellites, in an amount equivalent to the replacement value of the Satellites; and

(ii) during the 12 months post-separation phase of each launch of each of the insured 63 Satellites, after In Orbit Acceptance of each of the Satellites, at least equal to the amount of the replacement value of the Satellites, subject to franchises or deductibles not exceeding 5 Satellites (i.e., indemnity for six Satellites triggered on the loss of every sixth Satellite).

(b) Launch Vehicles

Where the Launch Services Provider is SpaceX and Kosmotras:

Launch Insurance to be provided by the Borrower from transfer of risk of loss from TAS to the Borrower under the Satellite Supply Contract, for "all risks" of physical loss of or damage to the launch vehicles arising out of 6 of 7 SpaceX Falcon 9 launches (which provide for 10 Satellites per launch) and the 1 Kosmotras Dnepr launch (which provides for 2 Satellites), in each case, in combination with the initial loss reflight option provided for in the SpaceX Launch Contract, in the event the reflight option in relation to 10 Satellites is exercised. In addition, the insurance will provide coverage in an amount equivalent to, if no reflight option is exercised, the replacement value of the launch services (and in each case the cost of the launch insurance).

The insured parties will be the Borrower and the Security Agent and the insurance will conform to the subrogation waiver requirements in the Satellite Supply Contract and the Launch Services Contracts.

206
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) Where an alternative Launch Services Provider is selected (pursuant to Schedule 22 (Back-Up Launch Strategy)):

Launch and Initial In-Orbit Insurance to be provided by the Borrower as agreed with the Majority Lenders (in consultation with the Insurance Adviser, and based on the general parameters applicable for SpaceX including self-insurance, franchises and deductibles, but taking into account relevant differences in the Launch Services Contract, launch vehicle/site and launch programme).

The insurance shall include Lender clauses substantially in the form set out in Appendix 2.

207
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Part 2

Non Material Insurance

1. Property Insurance:

Property damage insurance with respect to property other than the Satellites in such amounts and on such terms and conditions as are customarily carried by companies engaged in the same or a similar business in places where such business is conducted.

2. Commercial General Liability Insurance:

Commercial general liability insurance against claims for bodily injury (including death) and property damage in such amounts and on such terms and conditions as are customarily carried by companies engaged in the same or a similar business in places where such business is conducted.

3. Other:

Insurance required by applicable law and prudent operator practice.

208
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appendix 2

Lender Clauses

The Lender clauses to be included in the insurances as set out in Part 1 of Appendix 1 are as follows (either included in or by way of endorsement to the insurance or as an amendment thereto):

It is agreed that with effect from inception of the Period, the following applies:

The Named Insured has entered into a credit facility agreement dated [l] with [l] (the Lenders) (the Facility Agreement)

Under the Facility Agreement, [l] acts as the facility agent (the Agent) and [l] as the security agent (the Security Agent) for the Lenders under the associated security agreements.

The Security Agent, on behalf of the Lenders, is added as Additional Insured under the insurance, whose rights are limited to those expressly stated in this Endorsement irrespective of what law or custom may require or imply.

Additional Insureds

The Security Agent, on behalf of the Lenders

Name & Address

The following provisions shall be included in the Launch and Initial In-Orbit insurance wordings in all material respects substantially as follows:

1. Loss Payee provision of the Launch and Initial In-Orbit insurance:

Claims under this insurance are adjusted with the Named Insured and paid to the Security Agent for the benefit of the Lenders to the extent of the Lenders' interest. Payment must be by electronic funds transfer and sent to the following account: [l]

The Named Insured, the Additional Insured and the Insurers agree to sign a mutual release agreement acceptable to each of them before a claim is paid, provided however, that a failure to agree a form of release does not diminish the Insurers' obligation in respect of the claim.

2. Subrogation Condition:

The Insurers shall waive all rights of subrogation against the Additional Insured.

3. Cancellation Condition is amended to read:

This insurance may be cancelled only by mutual written agreement between the Named Insured, the Security Agent and the Insurers except that this insurance may be cancelled unilaterally by the Insurers for non-payment of Premium.

If cancellation is due to non-payment of Premium, the Insurers must give written notice of cancellation to the Named Insured and the Security Agent at least 15 days in advance of the effective date of cancellation. The 15 day period begins on the date on which the notice has been received by the Named Insured and the Security Agent. Payment of the Premium due within the notice period by the Named Insured or Additional Insured voids the notice of cancellation for non-payment of Premium.

209
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4. The Insurers acknowledge and agree that this insurance provides primary cover for the Named Insured and Additional Insured and that in the event of a loss covered under this insurance which is also covered either in whole or in part under any other insurances effected by or on behalf of the Named Insured or any of the Additional Insured, this insurance responds as if those other insurances are not in force.

5. The Insurers acknowledge and agree not to exercise any right of set off (other than with respect to non payment of Premium) and counterclaim against the Named Insured or the Additional Insured, provided that such set off and counterclaim only refers to set off or counterclaim for another debt or obligation unrelated to the Iridium insurance.

210
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appendix 3

FORM OF BLOU (LAUNCH & IN ORBIT INSURANCE)

BROKER’S LETTER OF UNDERTAKING

To: Agent Bank as agent (the COFACE Facility Agent) under the COFACE Facility Agreement (as defined below)

Broker Letter of Undertaking

[l] Month [2014]

Dear Sirs,

We, Marsh Limited, have been requested by Iridium Satellite LLC (the Borrower) to provide you with certain confirmations relating to the insurances arranged by us in relation to the Iridium NEXT project. Accordingly we provide you with the confirmations set out below.

For purposes hereof:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.

“COFACE Facility Agreement” means the senior term loan facility agreement dated [l] 2010 and made between, amongst others, the Borrower and [Agent Bank] as COFACE Facility Agent, as amended from time to time.

“Finance Parties” has the meaning given to it in the COFACE Facility Agreement.

“Insurer” means the insurer with whom the Policy has been taken out.

“Security Agent” means [l]

We confirm that:

(a) the insurances summarised in Appendix 1 attached to this letter (the Insurances) are, to the best of our knowledge in full force and effect in respect of the risks set out in the insurance coverages evidenced in the policies/cover notes attached as Appendix 2 (the Policies). Subject to confirmation by the Insurance Adviser, the Insurances are structured to comply with the Borrower’s obligations with respect to Schedule 21 (Insurance) to the COFACE Facility Agreement;

(b) all premia due to date in respect of the Insurances required to be paid as at the date of this letter in accordance with the terms of credit for the Borrower are paid, and the Insurances are, to the best of our knowledge and belief, placed with insurers, which as at the time of placement comply with (i) the requirements of Schedule 21 (Insurance) of the COFACE Facility Agreement and/or (ii) as mutually agreed by all parties to the COFACE Facility Agreement;

(c) the Insurances name the Security Agent (for and on behalf of the Finance Parties) as additional insured and as loss payee in each of the policies;

211
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) we are not aware of any reason why the Borrower or any Insurer, in our reasonable opinion, may be unwilling or unable to honour its obligations in relation to the Insurances, or to avoid the Insurances or any claim, in whole or in part; and

(e) we undertake to promptly advise the COFACE Facility Agent and the Security Agent in writing upon being notified by the Insurer that the Insurance(s) have been cancelled or that the Insurer deems the Borrower to be in default of the Insurance.

(f) The confirmations in ‎(e) above only relate to knowledge and information formally acquired in our capacity as broker to the Borrower, as the case may be, in relation to the Insurances and ceases upon Marsh no longer being the broker for the Borrower of the Insurance.

We further undertake:

(a) upon being notified, to promptly forward to all Insurers at the time of inception and/or renewal of and/or any change in the identity of any Insurers any notice of assignment to the Security Agent of the Borrower's rights under the Insurances and to the insurance proceeds in relation to the Insurances, substantially in the form set out in Appendix 4 of Schedule 21 (Insurance) of the COFACE Facility Agreement, duly executed by the Borrower and received by us, and to use our reasonable endeavours:

(i) to secure the Insurers’ acknowledgement of receipt of such notices of assignment; and

(ii) to confirm that such notices are incorporated into or endorsed on the policies, of the Insurance,

and to provide the COFACE Facility Agent and the Security Agent with copies of such notices, endorsements and acknowledgements;

(b) to promptly notify you:

(i) upon our becoming notified in writing of any material change or alteration made or proposed to be made to the Insurances;

(ii) upon our receiving any notice of cancellation (including for non-payment of premium) of the Insurance by an Insurer;

(iii) in the event of our being notified of any purported assignment of or the creation of any security interest over the Borrower's interest or rights in any of the Insurances (other than any such assignment or security interest created pursuant to a Transaction Security Document (as defined in the COFACE Facility Agreement); and

(iv) after giving or receiving notice of termination of our appointment as insurance brokers to the Borrower in relation to the Insurances.

(c) to maintain intact files (including all documents disclosed and correspondence in connection with the placement of the Insurances and claims thereunder) and to give to the Security Agent and COFACE Facility Agent all such information relating to the Insurances (including true copies of any placing slips) as the Security Agent and COFACE Facility Agent may reasonably request in writing, provided such disclosures are subject to Marsh’s record retention policies;

212
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) to promptly provide to pass on to the COFACE Facility Agent and Security Agent copies of any notice given by any Insurer under or in respect of the Insurances to the Finance Parties; and

The above undertakings are given:

(a) subject to our lien, if any, on the Insurances referred to above for premia due under such Insurances in respect of the Insurances and subject to the Insurers' right of cancellation on default in payment of such premia;

(b) subject to our continuing appointment as insurance brokers to the Borrower in relation to the Insurances; and

(c) subject to the termination date of [insert date commitment ends] in which case all of our obligations under this letter shall cease.

We have arranged the Insurance on the basis of information and instructions given by the Borrower. We have not made any particular or special enquiries regarding the Insurance beyond those that we normally make in the ordinary course of arranging insurances on behalf of our clients. The confirmations set out in this letter are given by reference to our state of knowledge at the date hereof.

Save insofar as we have given agreements or representations in this letter, it is to be understood by the addressees of this letter that they may not rely on any advice which we have given to the Borrower, and we do not represent that the Insurance are suitable or sufficient to meet the needs of the addressees who must take steps and advice of their own as they consider necessary in order to protect their own interests.

This letter has been prepared exclusively for the use of the parties to whom it is addressed. No responsibility is accepted to any third party for any part of the contents of this letter and in the event that it is disclosed to a third party any and all liability howsoever arising to that third part is hereby expressly excluded.

Our aggregate liability to any persons who act in reliance on this letter, or on any other broker’s letter of undertaking issued by us in respect of the Insurances, for any and all matters arising from them and the contents thereof shall in any and all events be limited to the sum of $5,000,000, even if we are negligent. We do not limit our liability for our fraud.

For the avoidance of doubt, all confirmations given in this letter relate solely to the Insurance. They do not apply to any other insurances or reinsurances, and nothing in this letter should be taken as providing undertakings or confirmations in relation to any other insurance or reinsurance that ought to have been placed by, or may at some future date be placed by, other brokers.

This letter and all non-contractual obligations arising out of or in connection with this letter shall be governed by and shall be construed in accordance with New York law and any dispute as to its terms shall be submitted to the exclusive jurisdiction of the federal courts of New York.

Yours faithfully,

Name:

Title:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

for and on behalf of

Marsh Limited

Acknowledged and agreed

Name:

Title:

for and on behalf Marsh Inc

214
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appendix 4

FORM OF NOTICE OF ASSIGNMENT OF INSURANCE AND INSURANCE PROVIDER ACKNOWLEDGEMENT

Form of Assignment Notice

[on the letterhead of the relevant Obligor]

From:	[OBLIGOR]
To:	[INSURANCE PROVIDER]
Copy:	[SECURITY AGENT]

[DATE]

Ladies and Gentlemen,

Re: [describe insurance policy] (the Insurance Policy)

1. Notice

We give you notice that we have granted to [SECURITY AGENT] the (Security Agent) a first-priority security interest in all of our rights, interests and benefits under the Insurance Policy.

2. Authorization

We irrevocably instruct and authorize you, from and after the date of this letter, to send copies of any notices and other information required or permitted to be sent to us under the Insurance Policy to the Security Agent as follows:

[l]

Fax:	[l]
Attention:	[l]

3. Amendments

The instructions in this letter may not be revoked or amended without the prior written consent of the Security Agent.

4. Acknowledgement

We request that you indicate your agreement to the terms of this notice by signing and returning to the Security Agent and to us copies of the acknowledgement that is attached.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Yours faithfully,

[OBLIGOR]

By:

Title:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appendix 5

Form of Assignment Acknowledgement

[on the letterhead of the Insurance Provider]

From:	[INSURANCE PROVIDER]
To:	[SECURITY AGENT]
	and
	[OBLIGOR]

[DATE]

Ladies and Gentlemen:

Re: [describe the Insurance Policy] (the Insurance Policy)

We confirm that we have received from [SECURITY PROVIDER] (the Security Provider) a notice dated [          ] (the Notice) informing us that the Obligor has granted to [SECURITY AGENT] (the Security Agent) a first-priority security interest in all of its rights and interests under the Insurance Policy. We also confirm that we have not received notice of any other assignment of the Insurance Policy or of any interest or claim of any third party in or to the Insurance Policy.

Yours faithfully,

[INSURANCE PROVIDER]

By:

Title:

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 22

Back-Up Launch Strategy

[***]

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 23

Secondary Payload Heads of Terms

1. To the extent permitted under applicable law, there shall be [***].

2. To the extent permitted under applicable law, [***].

3. As consistent with or required under applicable laws, a Secondary Payload customer shall agree to [***].

4. Use of the Secondary Payload shall at all times be in accordance with:

(a) all applicable laws and regulations (including radio-frequency spectrum usage, content or application/end use restrictions); and

(b) the Iridium technical/satellite access conditions contained in the Secondary Payload agreement.

5. To the extent permitted under applicable law, a Secondary Payload customer will [***].

6. Subject to paragraph 3 above and to the extent permitted under applicable law, [***].

7. To the extent permitted under applicable law, the obligations of the Obligors and their Affiliates that are NEXT Group members under the Secondary Payload Contract [***] are limited to:

(a) [***]; and

(b) [***]; and

(c) [***],

[***].

8. The Secondary Payload customer may have [***].

Capitalised terms used but not defined in this Schedule 23 (Secondary Payload Heads of Terms) shall have the meaning given to them in this Agreement.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 24

Milestones

Critical Path Satellite Manufacturing Milestones:

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Major Early Program Milestones:

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Pre Production Milestones:

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Post Production Milestones:

  [***]   [***]   [***]   [***]

Launch Provider Segment Milestones:²⁰

  [***]   [***]   [***]   [***]

²⁰ Note: launch provider segment milestones and EDC references applicable to SpaceX Launch Contract only.

220
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 25

Shares and Material Companies

A. Shareholders of the Parent

Name	Shares		Percentage*
Syndicated Communications Venture Partners IV, L.P.		4,030,855		5.74	%
Syndicated Communications, Inc.		5,280,580		7.52	%
T. Rowe Price Associates, Inc.		4,377,600		6.23	%
Greenhill & Co., Inc.**		8,924,016		12.70	%
Baralonco Limited		11,648,080		16.58	%

*Based on total outstanding shares of 70,251,001 as of August 6, 2010.

**Greenhill & Co., Inc. also holds warrants to purchase 4,000,000 shares of the common stock of the Parent.

Integrated Core Strategies (US) LLC holds warrants to purchase 5,400,620 shares of the common stock of the Parent.

B. Material Companies

1. Each Original Obligor; and

2. Baralonco N.V. (a Netherlands Antilles naamloze vennootschap).

221
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 26

Form of Secondary Payload Status Report

To: OFACE Agent

From: orrower

Dated: [●]²¹

IRIDIUM SATELLITE LLC

$[●] COFACE Facility Agreement dated [●] (the Facility Agreement)

Dear Sirs:

Reference is made to the Facility Agreement. Terms defined in the Facility Agreement have the same meaning when used in this Secondary Payload Status Report. This Secondary Payload Status Report is being delivered by the Borrower in accordance with paragraph (a)(ii) of Clause 21.7 (NEXT System Documents) of the Facility Agreement. This Secondary Payload Status Report is delivered with respect to the [Financial Year ended [●]] / [Financial Quarter ended 30 June [●]]²². The Borrower confirms that as of [●]²³, the status of each Secondary Payload Contract entered into (or to be entered into) by a member of the NEXT Group are as set forth in the table below:

#	Name of Secondary Payload Contract	Name of Secondary Payload Customer 24	Status of Secondary Payload Contract25	Revenues Projected under Secondary Payload Contract
1
2
3
4
526

Signed

Borrower

²¹ Note: Secondary Payload Status Report to be delivered 30 days after the end of (i) of each Financial Year and (ii) each of Financial Quarter ending on June 30.

²² Note: Insert as appropriate.

²³ Note: Insert appropriate date (i.e., Financial Year ended [●] / Financial Quarter ended 30 June [●]).

²⁴ Note: Insert name of counterparty (or contemplated counterparty) to the Secondary Payload Contract.

²⁵ Note: Specify whether Secondary Payload Contract is projected to be entered into, under negotiation, committed or executed.

²⁶ Note: Additional rows to be inserted/deleted as appropriate.

222
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 27

Existing Joint Ventures

1. [***]

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Schedule 28

Security Agent

1. Appointment and duties of the Security Agent

(a) Each Secured Party irrevocably appoints the Security Agent to act as its security agent under and in connection with the Finance Documents to which it is a party, on the terms and conditions set out herein.

(b) Each Secured Party irrevocably authorizes the Security Agent to:

(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it hereunder and under and in connection with the other Finance Documents, together with any other incidental rights, powers and discretions; and

(ii) enter into each Transaction Security Document.

(c) The Security Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

2. Security Agent as holder of Security

Unless expressly provided to the contrary, the Security Agent holds any security created by a Transaction Security Document as agent for the relevant Secured Parties.

3. Instructions

(a) Subject to the terms of this Agreement and the Motorola Intercreditor Agreement, the Security Agent must exercise any rights, power or discretion vested in it as Security Agent in accordance with any instructions given to it by the COFACE Agent or, if so instructed by the COFACE Agent, refrain from exercising any such right, power or discretion.

(b) The Security Agent is fully protected if it (i) acts on the instructions of the COFACE Agent in the exercise of any right, power or discretion or any matter not expressly provided for in this Agreement, the Transaction Security Documents or any other Finance Documents or (ii) does not act because no such instructions or no requested instructions or clarification have been given to it by the COFACE Agent. Any such instructions will be binding on all the Secured Parties.

(c) In the absence of instructions, the Security Agent may act or refrain from acting as it considers to be in the best interests of all the Secured Parties.

(d) The Security Agent may assume that, unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party has not been exercised.

(e) The Security Agent may refrain from acting in accordance with the instructions of the COFACE Agent (or, if appropriate, the Secured Parties) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the COFACE Agent.

224
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) The Security Agent is not authorised to act on behalf of a Secured Party (without first obtaining that Secured Party's consent) in any legal or arbitration proceedings in connection with any Finance Document, except where expressly permitted by the terms of this Agreement or where the legal or arbitration proceedings relate to:

(i) the perfection, preservation or protection of rights under the Transaction Security Documents; or

(ii) the enforcement of any Transaction Security Document.

4. Responsibility

(a) The Security Agent is not liable or responsible to any other Secured Party for:

(i) any failure in perfecting or protecting any Transaction Security; or

(ii) any other action taken or not taken by it in connection with any Transaction Security Document,

unless directly caused by its gross negligence or wilful misconduct.

(b) The Security Agent is not responsible for:

(i) the right or title of any person in or to, or the value of, or sufficiency of any part of the Transaction Security;

(ii) the priority of any Lien created by the Transaction Security Documents;

(iii) the existence of any other Lien affecting any asset secured under a Transaction Security Document;

(iv) the adequacy, accuracy or completeness of any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or

(v) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other document.

5. Title

The Security Agent may accept, without enquiry, the title (if any) the Company may have to any asset over which security is intended to be created by any Transaction Security Document.

6. Possession of documents

The Security Agent is not obliged to hold in its own possession any Transaction Security Document, title deed or other document in connection with any asset over which security is intended to be created by a Transaction Security Document. Without prejudice to the above, the Security Agent may allow any bank providing safe custody services or any professional adviser to the Security Agent to retain any of those documents in its possession.

7. Approval

Each Secured Party:

(a) confirms its approval of each Transaction Security Document; and

225
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(b) authorises and directs the Security Agent (by itself or by such person(s) as it may nominate) to enter into and enforce the Transaction Security Documents as trustee (or agent) or as otherwise provided (and whether or not expressly in the names of the Secured Parties) on its behalf.

8. Individual position of Security Agent

The Security Agent may:

(a) carry on any business with any Obligor or its related entities (including acting as an agent or a trustee for any other financing); and

(b) retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with any Obligor or its related entities.

9. Reliance

The Security Agent may:

(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

(b) rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

(c) assume, unless the context otherwise requires, that any communication made by:

(i) the Company is made on behalf of and with the consent and knowledge of each Obligor; and

(ii) the COFACE Agent is made on behalf of and with the consent and knowledge of the Secured Parties it represents;

(d) engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Security Agent); and

(e) act under the Finance Documents through its personnel and agents.

10. Exclusion of liability

(a) The Security Agent is not liable to any Secured Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Security Agent) may take any proceedings against any officers, employees or agents of the Security Agent in respect of any claim it might have against the Security Agent or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document.

(c) The Security Agent is not liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

226
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(d) (i) Nothing in this Agreement will oblige the Security Agent to satisfy any customer due diligence requirement in relation to the identity of any person on behalf of any Secured Party.

(ii) Each Secured Party confirms to the Security Agent that it is solely responsible for any customer due diligence requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.

11. Default

The Security Agent is not obliged to monitor or enquire whether a Default has occurred. The Security Agent is not deemed to have knowledge of the occurrence of a Default.

12. Information

(a) The Security Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Security Agent by a Party for that person.

(b) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c) Except as provided above, the Security Agent has no duty:

(i) either initially or on a continuing basis to provide any Secured Party with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of any Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or

(ii) unless specifically requested to do so by a Secured Party in accordance with a Finance Document, to request any certificate or other document from any Obligor.

(d) Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured Party confirms that it:

(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets); and

(ii) has not relied exclusively on any information provided to it by the Security Agent in connection with any Finance Document or agreement entered into in anticipation of or in connection with any Finance Document.

(e) In acting as the Security Agent, the Security Agent will be regarded as acting through its agency division which will be treated as a separate entity from its other divisions and departments. Any information acquired by the Security Agent which, in its opinion, is acquired by another division or department or otherwise than in its capacity as the Security Agent may be treated as confidential by the Security Agent and will not be treated as information possessed by the Security Agent in its capacity as such.

227
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(f) The Security Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of an Obligor (or any related person) solely for the purpose of evaluating whether any waiver or amendment is required in respect of any term of the Finance Documents.

(g) Each Obligor irrevocably authorises the Security Agent to disclose to the other Secured Parties any information which, in its opinion, is received by it in its capacity as the Security Agent.

13. Compliance

The Security Agent may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.

14. Resignation of the Security Agent

(a) The Security Agent may resign and appoint any of its affiliates as successor Security Agent by giving notice to the Secured Parties and the Company.

(b) Alternatively, the Security Agent may resign by giving notice to the Secured Parties and the Company, in which the COFACE Agent may appoint a successor Security Agent.

(c) If no successor Security Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Security Agent may appoint a successor Security Agent.

(d) The resignation of the Security Agent and the appointment of any successor Security Agent must be effected by agreement in form and substance satisfactory to the retiring Security Agent and the successor Security Agent and will both become effective only when the following conditions have been satisfied:

(i) the successor Security Agent notifies all the Parties that it accepts its appointment;

(ii) the successor Security Agent has received legal advice to the effect that the rights under the Finance Documents (and any related documentation) have been transferred or assigned to it; and

(iii) each Secured Party (other than the Security Agent) confirms to the Security Agent that it is satisfied with the credit rating of the proposed successor Security Agent].

On satisfaction of the above conditions, the successor Security Agent will succeed to the position of the Security Agent and the term Security Agent will mean the successor Security Agent.

(e) The retiring Security Agent must, at its own cost:

(i) make available to the successor Security Agent those documents and records and provide any assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as the Security Agent under the Finance Documents; and

228
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Security Agent.

(f) The Company must, at its own cost, take any action and enter into and deliver any document which is required by the Security Agent to ensure that a Transaction Security Document provides for effective and perfected Liens in favour of any successor Security Agent.

(g) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Security Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Security Agent, and, subject to paragraph (e) above, it will have no further obligations under any Finance Document.

(h) The COFACE Agent may, by notice to the Security Agent, require it to resign under paragraph (b) above.

15. Relationship with Secured Parties

The Security Agent may treat each Secured Party as a Secured Party, entitled to payments under this Agreement until it has received not less than five Business Days' prior notice from that Secured Party to the contrary.

229
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Signatories

THE PARENT

IRIDIUM COMMUNICATIONS INC.

By:	JOHN S. BRUNETTE
Title:	Chief Legal and Administrative Officer and Secretary
Address:	1750 Tysons Blvd, Suite 1400,
	McLean, VA 22102
	United States of America
Fax:	+[***]
Attention:	John S. Brunette

THE BORROWER

IRIDIUM SATELLITE LLC

By:	JOHN S. BRUNETTE
Title:	Chief Legal and Administrative Officer and Secretary
Address:	1750 Tysons Blvd, Suite 1400,
	McLean, VA 22102
	United States of America
Fax:	+[***]
Attention:	John S. Brunette

THE ORIGINAL GUARANTORS

IRIDIUM COMMUNICATIONS INC.

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

230
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IRIDIUM HOLDINGS LLC

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

IRIDIUM CARRIER HOLDINGS LLC

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

IRIDIUM CARRIER SERVICES LLC

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

IRIDIUM CONSTELLATION LLC

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

SE LICENSING LLC

By: Iridium Holdings LLC,

its Manager

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

231
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

IRIDIUM GOVERNMENT SERVICES LLC

By: Iridium Constellation LLC,

its Manager

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

SYNCOM-IRIDIUM HOLDINGS CORP.

By: JOHN S. BRUNETTE

Title: Chief Legal and Administrative Officer and Secretary

THE MANDATED LEAD ARRANGERS AND BOOKRUNNERS

DEUTSCHE BANK AG (PARIS BRANCH)

By:	Alarik d-Ornhjelm	By:	Othmane Kotari
Title:	Director		Associate

BANCO SANTANDER SA

By:	Rodolphe de Lambertye	By:	Vincent Hubert
Title:	Executive Director		Managing Director

SOCIÉTÉ GÉNÉRALE

By:	Sylvie Leclercq	By:	Nicolas Palmero
Title:	Managing Director		Director

232
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

NATIXIS

By:	Jean-Louis Viala	By:	Arnaud Sarret
Title:	Director		Director

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.

By:	Luca Maccari	By:	Silvio Perazzini
Title:	Managing Director		Director

The Lead ARRANGERs

BNP PARIBAS

By:	Jean Philippe Poirier	By:	Emmanuel Galzy
Title:	Export Finance		Export Finance

CRÉDIT INDUSTRIEL ET COMMERCIAL

By:	Michéle Patri	By:	Jacques-Philippe Menville
Title:			SVP

INTESA SANPAOLO S.p.A. (PARIS BRANCH)

By:	Jean-Michel Rudent	By:	Arnaud de Peloux
Title:

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UNICREDIT BANK AUSTRIA AG

By:	Peter Kadletz	By:	Mary-Ann Hayes
Title:	Managing Director		Director

THE COFACE AGENT

SOCIÉTÉ GÉNÉRALE

By:	Sylvie Leclercq	By:	Nicolas Palmero
Title:	Managing Director		Director

Address:	Société Générale
	OPER/FIN/STR/CLO / OPER/FIN/STR/DMT
	189, rue d’Aubervilliers
	75886 Paris Cedex 18
	France
Fax:	+[***]
Attention:	Patricia BERANGER – Stéphane POUREAU / Alcina AIRES

THE SECURITY AGENT

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: Randy Kahn

Title: Vice President

By: Annie Jaghatspanyan

Title: Vice President

Address:	60 Wall Street, 27th Floor
	MS: NC60-2710
	New York, New York 10005
	United States of America
Fax:	+[***]
Attention:	Project Finance / Iridium

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THE u.s. collateral AGENT

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: Randy Khan

Title: Vice President

By: Annie Jaghatspanyan

Title: Vice President

Address:	60 Wall Street, 27th Floor
	MS: NC60-2710
	New York, New York 10005
	United States of America
Fax:	+[***]
Attention:	Project Finance / Iridium

THE ORIGINAL LENDERS

DEUTSCHE BANK AG (PARIS BRANCH)

By:	Alarik d-Ornhjelm	By:	Othmane Kotari
Title:	Director		Associate

BANCO SANTANDER SA

By:	Rodolphe de Lambertye	By:	Vincent Hubert
Title:	Executive Director		Managing Director

235
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SOCIÉTÉ GÉNÉRALE

By:	Sylvie Leclercq	By:	Nicolas Palmero
Title:	Managing Director		Director

NATIXIS

By:	Jean-Louis Viala	By:	Arnaud Sarret
Title:	Director		Director

MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.

By:	Luca Maccari	By:	Silvio Perazzini
Title:	Managing Director		Director

BNP PARIBAS

By:	Jean Philippe Poirier	By:	Emmanuel Galzy
Title:	Export Finance		Export Finance

CRÉDIT INDUSTRIEL ET COMMERCIAL

By:	Michèle Patri	By:	Jacques-Philippe Menville
Title:			SVP

INTESA SANPAOLO S.p.A. (PARIS BRANCH)

By:	Jean-Michel Rudent	By:	Arnaud de Peloux
Title:

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UNICREDIT BANK AUSTRIA AG

By:	Peter Kadletz	By:	Mary-Ann Hayes
Title:	Managing Director		Director

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Signatories

Parent

IRIDIUM COMMUNICATIONS INC.

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

Borrower

IRIDIUM SATELLITE LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

Obligors

IRIDIUM COMMUNICATIONS INC.

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

IRIDIUM HOLDINGS LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

IRIDIUM CARRIER HOLDINGS LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

238
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IRIDIUM CARRIER SERVICES LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

IRIDIUM CONSTELLATION LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

IRIDIUM GOVERNMENT SERVICES LLC

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer of Iridium Constellation LLC, its Manager

SYNCOM-IRIDIUM HOLDINGS CORP.

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

IRIDIUM BLOCKER-B INC.

By: /s/ Thomas J. Fitzpatrick

Thomas J. Fitzpatrick
Chief Financial Officer

239
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COFACE Agent

SOCIÉTÉ GÉNÉRALE

By: /s/ Benoit Tanguy

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EX-10.6

AMENDMENT NO. 2

TO THE

CONTRACT FOR LAUNCH SERVICES

NO. IS-10-008

BETWEEN

IRIDIUM SATELLITE LLC

AND

SPACE EXPLORATION TECHNOLOGIES CORP.

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PREAMBLE

This Amendment No. 2 (the “Amendment”) to the Contract for Launch Services No. IS-10-008, signed on March 19, 2010 between Iridium Satellite LLC and Space Exploration Technologies Corp. (the “Contract”) is entered into on this 19^th day of July, 2012, by and between Iridium Satellite LLC, a limited liability company organized and existing under the laws of Delaware, having its office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 (“Customer”) and Space Exploration Technologies Corp., a Delaware corporation, having its office at 1 Rocket Road, Hawthorne, CA 90250 (“Contractor”).

RECITALS

WHEREAS, Customer and Contractor have engaged in discussions relating to changes each would like to incorporate in the Contract reflecting a reduction in the number of dedicated Launches, increase in the number of Satellites per Launch, and adjustments to the Contract Price and Milestone Payment Schedules for Non-Recurring and Recurring Payment Milestones; and

WHEREAS, the Parties now desire to amend Articles 1, 2, 3, 4, 5, 6, 11, 16, Exhibit B, Exhibit C, Exhibit D and Exhibit E of the Contract.

NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein, the payments to be made by Customer to Contractor under the Contract and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties agree as follows:

Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract.

Article 2: The words “Falcon 9 [***]” used in the definition of “Falcon 9 [***]”, “Launch Vehicle”, Sections 1.1, 3.4, throughout Section 11, and in Exhibit C are hereby deleted and replaced in their entirety with “F9 [***]”.

Article 3: Section 2.1 of the Contract is hereby modified by (i) deleting the words “eight (8)” immediately preceding the text “dedicated Launches” in the first line and (ii) inserting the words “seven (7)” in place thereof.

Article 4: As consideration for Customer waiving the application of interest at the Contractor Interest Rate to the termination of the first Firm Launch in accordance with Section 17.2 of the Contract, Section 2.1.2 of the Contract is hereby modified by (i) deleting the words “[***]” immediately following the text “no later than” in the second sentence and (ii) inserting the words “[***]” in place thereof.

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Article 5: The following Section 4.9 is added.

“4.9           Refund. Contractor shall pay to Customer the amount of [***] US Dollars (US$[***]) as an adjustment to the Base Contract Price (the “Refund”). Contractor shall pay the Refund to Customer in [***] installments of [***] US Dollars (US$[***]). Each such installment will be deducted from [***] due by Customer to Contractor in the [***].”

Article 6: Section 5.1 of the Contract is hereby modified by (i) deleting the words “eight (8)” immediately preceding the text “Firm Launches” in the first sentence and (ii) inserting the words “seven (7)” in place thereof.

Article 7: Section 6.1.3(L) of the Contract is hereby modified by (i) deleting the words “eight (8)” immediately preceding the text “, with a sum” in the first sentence and (ii) inserting the words “seven (7)” in place thereof.

Article 8: Section 6.2.3(E) of the Contract is hereby modified by (i) deleting the words “eight (8)” immediately preceding the text “, with a sum” in the first sentence and (ii) inserting the words “seven (7)” in place thereof.

Article 9: With the termination of the first Firm Launch by this Amendment, Sections 11.1.1(A) and 11.1.1(B) no longer apply.

Article 10: Section 11.1.1(C) is hereby modified by (i) deleting the text “No later than [***] …” and replacing them with the text “No later than [***] …”.

Article 11: Section 11.1.1(C) (iv) is hereby deleted and replaced in its entirety with the following:

“[***].”

Article 12: All references made to “nine (9) Satellites” throughout Section 11.2.3 of the Contract are hereby deleted and replaced in their entirety by the words “ten (10) Satellites”.

Article 13: Section 16.1 of the Contract is hereby modified by (i) deleting the words “nine (9)” immediately preceding the text “or more Satellites” in the first sentence and (ii) inserting the words “ten (10)” in place thereof.

Article 14: All references made to “nine (9) Satellites” in Section 16.1.4 are hereby deleted and replaced in their entirety by the words “ten (10) Satellites”.

Article 15: All references made to “nine (9) Satellites” in Section 16.1.10 of the Contract are hereby deleted and replaced in their entirety by the words ten (10) Satellites.

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Article 16: Section 16.2.4 of the Contract is hereby modified by (i) deleting the words “nine (9)” immediately preceding the text “as instructed by Customer” and (ii) inserting the words “ten (10)” in place thereof.

Article 17: All references made to “nine (9) Satellites” in Section 16.2.10 of the Contract are hereby deleted and replaced in their entirety by the words ten (10) Satellites:

Article 18: Exhibit B of the Contract is hereby deleted and replaced in its entirety by the Exhibit B attached hereto.

Article 19: Exhibit C of the Contract is hereby deleted and replaced in its entirety by the Exhibit C attached hereto.

Article 20: Exhibit D of the Contract is hereby deleted and replaced in its entirety by the Exhibit D attached hereto.

Article 21: Exhibit E of the Contract is hereby deleted and replaced in its entirety by the Exhibit E attached hereto.

Article 22: The effective date of this Amendment shall be the date when all of the following conditions have been fulfilled, as confirmed in writing promptly upon occurrence:

(A)         Signature of the Amendment by both Parties; and

(B)         Receipt by the Customer of waiver or amendment of the provisions of its COFACE Facility Agreement, dated as of October 4, 2010 (the “Credit Facility”), such that Customer has authority under the Credit Facility to enter into this Amendment.

Article 23: This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Article 24: All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

For Customer For Contractor

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IRIDIUM SATELLITE LLC		SPACE EXPLORATION TECHNOLOGIES CORP.
Signature:	/s/ S. Scott Smith	Signature:	/s/ Gwynne Shotwell
Name:	S. Scott Smith	Name:	Gwynne Shotwell
Title:	Executive Vice President, Satellite Development & Operations	Title:	President

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EXHIBIT B

LAUNCH SCHEDULE

Firm Launch Mission	Start Date of Launch Slot	Launch Date
[***]	[***]	[***]

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EXHIBIT C

MILESTONE PAYMENT SCHEDULE

Table C.1 identifies the [***] Milestone Payments.

Table C.1 [***] Payment Milestones

Milestone	Milestone Due Date	Milestone Payment (US$)
[***]	[***]	[***]

EXHIBIT C

MILESTONE PAYMENT SCHEDULE

MILESTONE PAYMENT SCHEDULE (CONTINUED)

Table C.2 identifies the [***] Milestone Payments [***].

Table C.2 [***] Milestones

No.	Milestone Completion Nominal Dates (Months)	Milestone	Milestone Payments (US$)
[***]	[***]	[***]	[***]

Note (1): [***]

Note (2): [***]

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EXHIBIT D

OPTIONAL SERVICES

[***] Options	[***] Exercise Date [***]		[***] Exercise Date [***]		Non- Recurring Price		Price Per Launch Service		Per Occurrence Price
[***]		L-[***]; L-[***]		L-[***]; L-[***]		[***]		[***]		[***]
[***]		L-[***]		L-[***]		[***]		[***]		[***]
[***]		L-[***]		L-[***]		[***]		[***]		[***]
[***]		L-[***]		L-[***]		[***]		[***]		[***]
[***]		L-[***]		L-[***]		[***]		[***]		[***]

General Conditions Applicable to the Optional Services described above:

1. Each Optional Service shall be elected by Customer by [***], in accordance with Article [***], on or prior to the applicable [***].

2. The [***]: (a) shall be [***] on a [***] basis in the event a [***] in accordance with Article [***]; and (b) may be [***] by Customer and Contractor.

3. The [***] as referred to in [***] of each Optional Service elected by Customer shall be [***] by Contractor as follows: (a) [***] on the date following [***] when Customer [***] to Contractor; and (b) [***] upon [***]. Any such [***] by Contractor [***] by Customer shall be [***] by Customer within [***] Days.

4. The [***] as referred to in [***] of each Optional Service elected by Customer shall be [***] by Contractor as follows: (a) [***] on the date following [***] when Customer [***] to Contractor; (b) [***] upon [***] and (c) [***] upon [***]. Any such [***] by Contractor [***] by Customer shall be [***] by Customer within [***] Days.

5. For the sake of clarity, Customer may [***] on a [***] basis, subject to the terms and conditions of this Agreement.

6. Performance of [***] shall be subject to the requirements set forth in Section [***].

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7. Prices for each Optional Service [***] in the event such Optional Service(s) are [***]. In each case, the price of the Optional Service(s) shall be [***]. If [***], such [***] shall be [***]. Otherwise, [***], shall be [***]:

[***] Price = $[***] = $[***]

[***] = $[***] = $[***]

Therefore, [***], is $[***].

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EXHIBIT E

ADDITIONAL LAUNCH PRICE

A.           Additional Launch Option [***]

If Customer exercises an Additional Launch [***]. If the resulting amount [***], such [***] shall be [***].

B.           Additional Launch Option Exercised [***]

For a Launch Date [***], the price of the Additional Launch shall be calculated using the following formula:

[***]

If the resulting amount is [***], otherwise, the amount set forth in [***] shall be [***].

C.           Additional Launch Milestone Payments

Milestone Payments for such Additional Launch shall be calculated based upon [***]. For any Additional Launch exercised by Customer [***] prior to [***] is exercised pursuant to Section 2.1.2, will be [***].

D.           Application of Additional Launch Reservation Fee

The [***] US Dollars (US$[***]) Additional Launch reservation fee, to the extent paid by Customer pursuant to Section 2.1.2, shall be added to the Additional Launch price as determined in Section A or B above, to determine the final Launch Service price for the applicable Additional Launch.

Table E.1. [***]

		[***] Additional Launch Price, [***]
[***]		[***]		[***]		[***]		[***]		[***]
$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]

Table E.2. Payment Profile

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No		Milestone [***] Dates		Milestone	Milestone Payment (%)
	[***]		[***]	[***]		[***]	%
				Additional Launch price Sub Total		[***]	%
				Reservation Fee	$	[***]
				Final Launch Service Price		Sub Total plus $[***]

E.           Illustrative Example Cases

For illustrative purposes only the following examples are provided: [***].

Example 1: [***]

Price = $[***]

[***]. The payment profile in this example would be the following:

No		Milestone [***] Dates		Milestone	Milestone Payment (%)		Milestone Payment (US$)
	[***]		[***]	[***]		[***]	$	[***]

Example 2: [***]

Price = $[***]

[***]

[***]. The payment profile in this example would be the following:

No		Milestone [***] Dates		Milestone	Milestone Payment (%)		Milestone Payment (US$)
	[***]		[***]	[***]		[***]	$	[***]

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Matthew J. Desch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iridium Communications Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2012	/s/ Matthew J. Desch
	Matthew J. Desch
	Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Thomas J. Fitzpatrick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iridium Communications Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2012	/s/ Thomas J. Fitzpatrick
	Thomas J. Fitzpatrick
	Chief Financial Officer (principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and the Chief Financial Officer of Iridium Communications Inc. (the “Company”) each hereby certifies that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Quarterly Report and results of operations of the Company for the periods covered in the financial statements in the Quarterly Report.

Dated: November 2, 2012

/s/ Matthew J. Desch	/s/ Thomas J. Fitzpatrick
Matthew J. Desch	Thomas J. Fitzpatrick
Chief Executive Officer	Chief Financial Officer

This certification accompanies the Quarterly Report and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2012

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

4. Stock-Based Compensation

During 2009, the Company’s stockholders approved a stock incentive plan (the “2009 Stock Incentive Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of December 31, 2011, 8.0 million shares of common stock were authorized for issuance as awards under the 2009 Stock Incentive Plan. In May 2012, the Company’s stockholders approved a new stock incentive plan (the “2012 Stock Incentive Plan”). The 2012 Stock Incentive Plan is the successor to and continuation of the 2009 Stock Incentive Plan. Following the adoption of the 2012 Stock Incentive Plan, no additional stock awards may be granted under the 2009 Stock Incentive Plan. The aggregate number of shares of common stock initially authorized for issuance under the 2012 Stock Incentive Plan is 13,416,019 shares, which represents the sum of (A) 5,423,206 newly authorized shares, plus (B) the number of shares available for issuance under the 2009 Stock Incentive Plan prior to adoption of the 2012 Stock Incentive Plan, in an amount not to exceed 1,576,794 shares, plus (C) up to 6,416,019 shares subject to grants made for issuance under the 2009 Stock Incentive Plan that may become available for issuance under the 2012 Stock Incentive Plan from time to time as a result of expiration or termination of outstanding awards under the 2009 Stock Incentive Plan prior to exercise or vesting.

Non-employee directors elected to receive a portion of their 2012 annual compensation in the form of equity awards, in an aggregate amount of approximately 106,000 stock options and 106,000 RSUs. These stock options and RSUs were granted in January 2012 and vest over the remainder of 2012 with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the stock options was $0.3 million. The estimated aggregate grant-date fair value of the RSUs was $0.8 million.

During the three months ended September 30, 2012, the Company granted approximately 153,000 stock options to its employees. During the nine months ended September 30, 2012, the Company granted approximately 899,000 stock options, 570,000 service-based RSUs, and 234,000 performance-based RSUs to its employees. Employee stock options and service-based RSUs generally vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. Provided that the Company achieves the performance goals, 50% of the RSU awards will vest after two years and the remaining 50% after the third year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. The estimated aggregate grant-date fair values of the stock options granted to employees during the three months ended September 30, 2012 was $0.5 million. The estimated aggregate grant-date fair values of the stock options, service-based RSUs, and performance-based RSUs granted to employees during the nine months ended September 30, 2012 were $3.0 million, $4.3 million, and $1.8 million, respectively.

During the nine months ended September 30, 2012, the Company granted approximately 75,000 stock options to consultants. The consultant options vest over a two-year period with ratable quarterly vesting. The aggregate estimated grant-date fair value of the consultant stock options was approximately $0.3 million.

During the three months ended September 30, 2012, the Company granted approximately 167,000 stock appreciation rights (“SARs”) to non-employee contractors. The SARs vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The aggregate estimated grant-date fair value of the contractor SARs was approximately $0.5 million.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

3. Commitments and Contingencies

Commitments

Thales

In June 2010, the Company executed a primarily fixed-price full-scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and build of satellites for Iridium NEXT. The total price under the FSD is $2.2 billion, and the Company expects payment obligations under the FSD to extend into the third quarter of 2017. As of September 30, 2012, the Company had made aggregate payments of $634.5 million to Thales, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet.

SpaceX

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (the “SpaceX Agreement”). As of September 30, 2012, the Company had made aggregate payments of $43.9 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet.

In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The SpaceX Amendment also reduced the maximum price under the SpaceX Agreement from $492.0 million to $453.1 million. The Company's obligations to SpaceX under the SpaceX Amendment for the three months ending December 31, 2012 and the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $21.2 million, $4.6 million, $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.

Kosmotras

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch service provider for Iridium NEXT (the “Kosmotras Agreement”). The Kosmotras Agreement provides for the purchase of up to six launches with options to purchase additional launches. Each launch can carry two satellites. If all six launches are purchased, the Company will pay Kosmotras a total of $184.3 million. As of September 30, 2012, the Company had made aggregate payments of $11.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. If the Company elects to purchase all six launches, the remaining amounts owed under the contract will be paid through 2015 or 2016, depending on the launch schedule.

Based on the terms of the Kosmotras Agreement, if the Company does not purchase any launches by March 31, 2013, the Kosmotras Agreement will terminate and any amounts paid by the Company to Kosmotras in excess of $15.1 million will be refunded.

Harris

In June 2012, Aireon LLC (“Aireon”), an indirect wholly-owned subsidiary of the Company, entered into an agreement with Harris Corporation for the design, development and production of the payload for each of the planned Iridium NEXT satellites (the “Harris Agreement”). The Harris Agreement does not provide for any guarantee of payment by Iridium Communications Inc. or Iridium Satellite LLC, but the Company intends to make available an injection into Aireon of up to $10 million worth of airtime credits to be used to satisfy a portion of the payments to be made by Aireon under the Harris Agreement in the event that Aireon cannot make such payments. Aireon’s obligations to Harris Corporation under the Harris Agreement for the three months ending December 31, 2012 and the years ending December 31, 2013, 2014, 2015, 2016 and 2017 are $9.5 million, $27.5 million, $49.0 million, $20.9 million, $6.2 million and $1.6 million, respectively.

Credit Facility

In October 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). The Company had borrowed an aggregate total of $588.9 million as of September 30, 2012. The unused portion of the Credit Facility as of September 30, 2012 was $1.2 billion. Pursuant to the Credit Facility, the Company maintains a minimum cash reserve for repayment. As of September 30, 2012, the minimum required cash reserve balance was $54.0 million. This amount is included in restricted cash in the accompanying condensed consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility and will be $189.0 million at the beginning of the repayment period, which is expected to begin in 2017.

Interest costs incurred under the Credit Facility were $6.9 million and $18.0 million for the three and nine months ended September 30, 2012, respectively. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the Iridium NEXT assets. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $18.0 million in interest incurred during the nine months ended September 30, 2012 consisted of $5.4 million payable in cash, of which $2.0 million was paid during the period and $3.4 million was accrued at period-end, and $12.6 million payable by deemed loans, of which $4.7 million was paid during the period and $7.9 million was accrued at period-end. The $6.9 million in interest incurred during the three months ended September 30, 2012 consisted of $2.1 million payable in cash and $4.8 million payable by deemed loans; no payments were made during the quarter. Total interest payable associated with the Credit Facility was $11.3 million and is included in interest payable in the accompanying condensed consolidated balance sheet as of September 30, 2012.

The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. The total commitment fee payable on the undrawn portion of the Credit Facility was $4.9 million and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2012.

In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the Lenders under the Credit Facility, to amend and restate the Credit Facility. The Credit Facility, as amended by the Supplemental Agreement, authorizes the Company to fund and operate Aireon for the purpose of establishing a space-based Automatic Dependent Surveillance-Broadcast business. Specifically, the amended Credit Facility excludes Aireon from the group of companies (Iridium Communications Inc. and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The amended Credit Facility allows the Company to make a $12.5 million investment in Aireon, the injection of up to $10 million worth of airtime credits in connection with the Harris Agreement described above, if needed, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The amended Credit Facility requires the Company to use any net distributions received from Aireon to repay its debt obligations under the Credit Facility and to grant the Lenders a security interest in the Company’s ownership interest in Aireon. The Supplemental Agreement does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from secondary payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to the Company’s launch services agreement with SpaceX. The amended Credit Facility required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its 7.00% Series A Cumulative Convertible Preferred Stock for net proceeds of $96.7 million. During the three months ended September 30, 2012, the Company also received $9.1 million from the exercise of warrants to purchase its common stock at an exercise price of $7.00 per share.

Contingencies

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 189,399	$ 136,366
Accounts receivable, net	54,734	57,418
Inventory	24,284	15,077
Deferred tax assets, net	9,435	9,435
Income tax receivable	4,335	4,330
Prepaid expenses and other current assets	5,564	4,616
Total current assets	287,751	227,242
Property and equipment, net	1,010,418	843,092
Restricted cash	54,216	27,154
Other assets	515	584
Intangible assets, net	73,765	83,552
Deferred financing costs	115,321	105,523
Goodwill	87,039	87,039
Total assets	1,629,025	1,374,186
Liabilities and stockholders' equity
Accounts payable	13,759	24,816
Accrued expenses and other current liabilities	32,094	29,791
Interest payable	11,317	5,838
Deferred revenue	41,225	35,445
Total current liabilities	98,395	95,890
Accrued satellite operations and maintenance expense, net of current portion	18,061	19,065
Credit facility	588,938	417,133
Deferred tax liabilities, net	144,655	126,546
Other long-term liabilities	14,053	13,534
Total liabilities	864,102	672,168
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value, 2,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.001 par value, 300,000 shares authorized, 75,073 shares issued and outstanding at September 30, 2012, and 73,205 shares issued and outstanding at December 31, 2011	75	73
Additional paid-in capital	696,844	681,781
Retained earnings	68,309	20,389
Accumulated other comprehensive loss, net of taxes	(305)	(225)
Total stockholders' equity	764,923	702,018
Total liabilities and stockholders' equity	$ 1,629,025	$ 1,374,186

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Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization and Basis of Presentation

Iridium Communications Inc. (the “Company”) was initially formed in 2007 as GHL Acquisition Corp., a special purpose acquisition company. The Company acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC in a transaction accounted for as a business combination on September 29, 2009 (the “Acquisition”). In accounting for the Acquisition, the Company was deemed the legal and accounting acquirer. On September 29, 2009, as a result of the Acquisition, the Company changed its name to Iridium Communications Inc.

The Company is a provider of mobile voice and data communications services on a global basis using a constellation of low-earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.

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Net Income Per Share (Details Textual) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Restricted Stock Units (Rsus) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.6		0.5
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.3	0.3	0.3	0.3
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4.3	4.5	4.1	4.5

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Significant Accounting Policies and Error Corrections

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Significant Accounting Policies and Error Corrections

Principles of Consolidation

The Company has prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). While the Company believes that the disclosures are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the 2011 annual consolidated financial statements and notes included in its Form 10-K filed with the SEC on March 6, 2012.

Correction of Errors

The Company has determined that its financial statements and related disclosures as of and for each of the years ended December 31, 2009, 2010 and 2011, the quarter ended December 31, 2009 and each of the quarters in the years ended December 31, 2010 and 2011 (the “Previously Issued Financial Statements”) should be restated because they contained certain errors. Accordingly, the Previously Issued Financial Statements should not be relied upon. The errors were determined to have a material effect on certain of the Company’s annual consolidated financial statements and certain quarterly periods, and accordingly the Company has determined that it will restate these consolidated financial statements to correct the errors. The Company intends to restate the Previously Issued Financial Statements to correct these errors by amending its Annual Report on Form 10-K for the year ended December 31, 2011 subsequent to the filing of this report.

The errors in the Previously Issued Financial Statements pertained to certain components of the Company’s provision for income taxes related to a non-operating foreign subsidiary and the recognition of expense related to the fee for the undrawn portion of the Credit Facility during the incorrect period. The impact of the errors had no impact on the Company’s consolidated cash balances as of any period.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2011 and Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 included herein have been restated to correct these errors. The cumulative effect of the errors on retained earnings at January 1, 2011 of $0.6 million has also been reflected in the accompanying financial statements. The correction of the identified errors, which were non-cash in nature, had no net impact on the total cash provided by operating activities for the nine months ended September 30, 2011 because the correction of the errors had offsetting effects on net income and the change in working capital in the period. As a result, the Statement of Cash Flows for the nine months ended September 30, 2011 did not require restatement. Details of the impact of the restatement and a reconciliation of the restated amounts to the previously reported financial statements are provided below.

The following errors have been corrected:

· The impact on the Company’s provision for income taxes related to deferred income taxes of a non-operating foreign subsidiary which were not reflected properly in the Company’s income tax provision calculation, resulting in a $0.7 million overstatement of the Company’s provision for income taxes for the three and nine months ended September 30, 2011.

· The expense for the fee associated with the undrawn balance of the Company’s Credit Facility was not properly recorded on the appropriate effective date in accordance with the terms of the agreement, resulting in an overstatement of our undrawn credit facility fee expense of $1.0 million for the nine months ended September 30, 2011 and a corresponding a $0.4 million understatement in the Company’s provision for income taxes for the same period.

The effects on the Company’s previously issued Consolidated Balance Sheet as of December 31, 2011 and our Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 are as follows:

Condensed Consolidated Balance Sheet (in thousands)

	As of					As of
	December 31,					December 31,
	2011					2011
	As Filed		Adjustments			Restated
Assets
Total assets	$	1,374,186	$	-		$	1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net	$	127,297	$	(751	)	$	126,546
Total liabilities	$	672,919	$	(751	)	$	672,168
Retained earnings	$	19,638	$	751		$	20,389
Total stockholders' equity	$	701,267	$	751		$	702,018
Total liabilities and stockholders' equity	$	1,374,186	$	-		$	1,374,186

Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands except per share data):

	Three Months					Three Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	102,124		$	-	$	102,124
Total operating income	$	24,198		$	-	$	24,198
Total other income (expense)	$	(2,803	)	$	-	$	(2,803	)
Income before income taxes	$	21,395		$	-	$	21,395
Provision for income taxes	$	(10,058	)	$	676	$	(9,382	)
Net income	$	11,337		$	676	$	12,013
Comprehensive income	$	10,962		$	676	$	11,638
Net income per share - basic	$	0.15		$	0.01	$	0.16
Net income per share - diluted	$	0.15		$	0.01	$	0.16

	Nine Months					Nine Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	289,330		$	-	$	289,330
Total operating income	$	61,242		$	-	$	61,242
Other income (expense)	$	(9,800	)	$	1,000	$	(8,800	)
Income before income taxes	$	51,442		$	1,000	$	52,442
Provision for income taxes	$	(20,123	)	$	299	$	(19,824	)
Net income	$	31,319		$	1,299	$	32,618
Comprehensive income	$	31,114		$	1,299	$	32,413
Net income per share - basic	$	0.44		$	0.01	$	0.45
Net income per share - diluted	$	0.42		$	0.02	$	0.44

Condensed Consolidated Statement of Cash Flows

The Company determined that the errors had no net impact on the previously filed Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011. The impact of the errors on net income and the corresponding impact on working capital resulted in no net change in the cash provided by operating activities as presented on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at September 30, 2012 and December 31, 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company is required to maintain a minimum cash reserve for debt service related to the $1.8 billion loan facility (the “Credit Facility”). As of September 30, 2012 and December 31, 2011, the Company’s restricted cash balance, which represents a minimum cash reserve for debt service related to the Credit Facility and the interest earned on these amounts, was $54.2 million and $27.2 million, respectively.

Depreciation Expense

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During the second quarter of 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of the Company’s next-generation satellite constellation (“Iridium NEXT”). This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior-year periods. The change in accounting estimate reduced the depreciation expense by $6.5 million and $13.1 million for the three and nine months ended September 30, 2012, respectively. For the three months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.05. For the nine months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.12. During the third quarter of 2012, the Company lost communication with one of its in-orbit satellites. As a result, a $2.0 million impairment charge was recorded within depreciation expense during the third quarter of 2012. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.

Fair Value Measurements

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair values of short-term financial instruments (primarily cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue) approximated their carrying values as of the dates of the accompanying condensed consolidated balance sheets because of their short-term nature.

Stock-Based Compensation

The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the statement of operations in a manner consistent with the classification of the employee’s or non-employee director’s compensation. Stock-based awards to non-employee consultants are expensed at their fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income. During the nine months ended September 30, 2012, certain production issues were identified related to the Iridium Extreme^® satellite handset. A reserve for the remediation of these issues contributed $1.2 million to the warranty provision during the nine months ended September 30, 2012. Changes in the warranty reserve during the nine months ended September 30, 2012 were as follows:

	Nine Months Ended
	September 30, 2012
	(in thousands)
Balance at beginning of the period	$	4,101
Provision		3,439
Utilization		(2,964	)
Balance at end of the period	$	4,576

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Condensed Consolidated Balance Sheets [Parenthetical] (USD $) In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	75,073	73,205
Common stock, shares outstanding	75,073	73,205

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Significant Accounting Policies and Error Corrections (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Required To Maintain Minimum Cash Reserve For Debt Service		The Company is required to maintain a minimum cash reserve for debt service related to the $1.8 billion loan facility (the "Credit Facility").
Restricted cash	$ 54,216,000	$ 54,216,000		$ 27,154,000
Depreciation	6,500,000	13,100,000
Impact Of Change In Accounting Estimate On Earnings Per Share Basic	$ 0.05	$ 0.12
Impact Of Change In Accounting Estimate On Earnings Per Share Diluted	$ 0.05	$ 0.12
Tangible Asset Impairment Charges	2,000,000
Contribution To Warranty Provision		1,200,000
Fee Overstatement Resulting From Identified Errors			1,000,000
Income Taxes Overstatement Resulting From Identified Errors	700,000		700,000
Cumulative Effect on Retained Earnings, Net of Tax			600,000
Income Taxes Understatement Resulting From Identified Errors			$ 400,000

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 26, 2012
Entity Registrant Name	Iridium Communications Inc.
Entity Central Index Key	0001418819
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	irdm
Entity Common Stock, Shares Outstanding		75,074,602
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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Commitments and Contingencies (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2011
Total Credit Facility	$ 1,800,000,000	$ 1,800,000,000
Credit facility	588,938,000	588,938,000	417,133,000
Unused Portion Credit Facility	1,200,000,000	1,200,000,000
Minimum Required Cash Reserve Balance For Credit Facility	54,000,000	54,000,000
Minimum Required Cash Reserve Balance For Credit Facility At Beginning Of Repayment Period	189,000,000	189,000,000
Line of Credit Facility, Periodic Payment, Interest	6,900,000	18,000,000
Line Of Credit Facility Interest Payable In Cash	2,100,000	5,400,000
Line Of Credit Facility Accrued Interest During Period		2,000,000
Line Of Credit Facility Accrued Interest At Period End	3,400,000	3,400,000
Line Of Credit Facility Interest Payable In Deemed Loans	4,800,000	12,600,000
Line Of Credit Facility Accrued Interest During Period In Deemed Loans		4,700,000
Line Of Credit Facility Accrued Interest At Period End In Deemed Loans	7,900,000	7,900,000
Interest payable	11,317,000	11,317,000	5,838,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.80%
Line Of Credit Facility, Commitment Fee Payable	4,900,000	4,900,000
Initial Equity Investment	12,500,000	12,500,000
Additional Permitted Equity Investment	15,000,000	15,000,000
Airtime Credit Equity Injection	10,000,000	10,000,000
Proceeds from Issuance of Convertible Preferred Stock		100,000,000
Class of Warrant or Right, Date from which Warrants or Rights Exercisable		Apr. 30, 2013
Adjustments to Additional Paid in Capital, Warrant Issued	9,100,000	9,100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 7.00	$ 7.00
Series Cumulative Convertible Preferred Stock [Member]
Net Proceeds From Issuance Of Convertible Preferred Stock		96,700,000
Cumulative Cash Dividends Rate		7.00%
FSD [Member]
Commitments Price For Design and Build Of Satellites	2,200,000,000	2,200,000,000
Thales Alenia Space France [Member]
Construction in Progress, Gross	634,500,000	634,500,000
Space Exploration Technologies Corp [Member]
Construction in Progress, Gross	43,900,000	43,900,000
Maximum Comitments Amount	492,000,000	492,000,000
Minimum Commitments Amount	453,100,000	453,100,000
Contractual Obligation, Due in Next Three Months	21,200,000	21,200,000
Contractual Obligation, Due in Second Year	4,600,000	4,600,000
Contractual Obligation, Due in Third Year	83,500,000	83,500,000
Contractual Obligation, Due in Fourth Year	169,100,000	169,100,000
Contractual Obligation, Due in Fifth Year	109,000,000	109,000,000
Contractual Obligation, Due after Fifth Year	21,800,000	21,800,000
Kosmotras [Member]
Construction in Progress, Gross	11,200,000	11,200,000
Long-term Purchase Commitment, Description		If all six launches are purchased, the Company will pay Kosmotras a total of $184.3 million, if the Company does not purchase any launches by March 31, 2013, the Kosmotras Agreement will terminate and any amounts paid by the Company to Kosmotras in excess of $15.1 million will be refunded.
Purchase Obligation	184,300,000	184,300,000
Harris [Member]
Airtime Credit	10,000,000	10,000,000
Contractual Obligation, Due in Next Three Months	9,500,000	9,500,000
Contractual Obligation, Due in Second Year	27,500,000	27,500,000
Contractual Obligation, Due in Third Year	49,000,000	49,000,000
Contractual Obligation, Due in Fourth Year	20,900,000	20,900,000
Contractual Obligation, Due in Fifth Year	6,200,000	6,200,000
Contractual Obligation, Due after Fifth Year	$ 1,600,000	$ 1,600,000

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Condensed Consolidated Statements of Operations and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue:
Services	$ 71,403	$ 69,361	$ 206,736	$ 195,687
Subscriber equipment	26,371	25,909	71,825	72,232
Engineering and support services	2,667	6,854	12,675	21,411
Total revenue	100,441	102,124	291,236	289,330
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	14,000	17,770	47,991	54,467
Cost of subscriber equipment	14,194	13,793	40,828	38,900
Research and development	3,623	3,122	12,741	10,769
Selling, general and administrative	16,452	16,457	52,570	50,173
Depreciation and amortization	20,484	26,784	63,056	73,779
Total operating expenses	68,753	77,926	217,186	228,088
Operating income	31,688	24,198	74,050	61,242
Other income (expense):
Interest income, net	399	278	588	825
Undrawn credit facility fees	(2,488)	(3,063)	(7,849)	(9,566)
Other expense, net	(67)	(18)	(6)	(59)
Total other expense	(2,156)	(2,803)	(7,267)	(8,800)
Income before income taxes	29,532	21,395	66,783	52,442
Provision for income taxes	(11,693)	(9,382)	(18,863)	(19,824)
Net income	17,839	12,013	47,920	32,618
Foreign currency translation adjustments	5	(375)	(80)	(205)
Comprehensive income	$ 17,844	$ 11,638	$ 47,840	$ 32,413
Weighted average shares outstanding - basic (in shares)	74,376	73,354	73,738	71,755
Weighted average shares outstanding - diluted (in shares)	76,131	74,558	75,886	73,651
Net income per share - basic (in dollars per share)	$ 0.24	$ 0.16	$ 0.65	$ 0.45
Net income per share - diluted (in dollars per share)	$ 0.23	$ 0.16	$ 0.63	$ 0.44

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Significant Accounting Policies and Error Corrections (Policies)

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The Company has prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). While the Company believes that the disclosures are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the 2011 annual consolidated financial statements and notes included in its Form 10-K filed with the SEC on March 6, 2012.

Error Corrections and Prior Period Adjustments [Policy Text Block]

Correction of Errors

The Company has determined that its financial statements and related disclosures as of and for each of the years ended December 31, 2009, 2010 and 2011, the quarter ended December 31, 2009 and each of the quarters in the years ended December 31, 2010 and 2011 (the “Previously Issued Financial Statements”) should be restated because they contained certain errors. Accordingly, the Previously Issued Financial Statements should not be relied upon. The errors were determined to have a material effect on certain of the Company’s annual consolidated financial statements and certain quarterly periods, and accordingly the Company has determined that it will restate these consolidated financial statements to correct the errors. The Company intends to restate the Previously Issued Financial Statements to correct these errors by amending its Annual Report on Form 10-K for the year ended December 31, 2011 subsequent to the filing of this report.

The errors in the Previously Issued Financial Statements pertained to certain components of the Company’s provision for income taxes related to a non-operating foreign subsidiary and the recognition of expense related to the fee for the undrawn portion of the Credit Facility during the incorrect period. The impact of the errors had no impact on the Company’s consolidated cash balances as of any period.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 2011 and Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 included herein have been restated to correct these errors. The cumulative effect of the errors on retained earnings at January 1, 2011 of $0.6 million has also been reflected in the accompanying financial statements. The correction of the identified errors, which were non-cash in nature, had no net impact on the total cash provided by operating activities for the nine months ended September 30, 2011 because the correction of the errors had offsetting effects on net income and the change in working capital in the period. As a result, the Statement of Cash Flows for the nine months ended September 30, 2011 did not require restatement. Details of the impact of the restatement and a reconciliation of the restated amounts to the previously reported financial statements are provided below.

The following errors have been corrected:

· The impact on the Company’s provision for income taxes related to deferred income taxes of a non-operating foreign subsidiary which were not reflected properly in the Company’s income tax provision calculation, resulting in a $0.7 million overstatement of the Company’s provision for income taxes for the three and nine months ended September 30, 2011.

· The expense for the fee associated with the undrawn balance of the Company’s Credit Facility was not properly recorded on the appropriate effective date in accordance with the terms of the agreement, resulting in an overstatement of our undrawn credit facility fee expense of $1.0 million for the nine months ended September 30, 2011 and a corresponding a $0.4 million understatement in the Company’s provision for income taxes for the same period.

The effects on the Company’s previously issued Consolidated Balance Sheet as of December 31, 2011 and our Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2011 are as follows:

Condensed Consolidated Balance Sheet (in thousands)

	As of					As of
	December 31,					December 31,
	2011					2011
	As Filed		Adjustments			Restated
Assets
Total assets	$	1,374,186	$	-		$	1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net	$	127,297	$	(751	)	$	126,546
Total liabilities	$	672,919	$	(751	)	$	672,168
Retained earnings	$	19,638	$	751		$	20,389
Total stockholders' equity	$	701,267	$	751		$	702,018
Total liabilities and stockholders' equity	$	1,374,186	$	-		$	1,374,186

Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands except per share data):

	Three Months					Three Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	102,124		$	-	$	102,124
Total operating income	$	24,198		$	-	$	24,198
Total other income (expense)	$	(2,803	)	$	-	$	(2,803	)
Income before income taxes	$	21,395		$	-	$	21,395
Provision for income taxes	$	(10,058	)	$	676	$	(9,382	)
Net income	$	11,337		$	676	$	12,013
Comprehensive income	$	10,962		$	676	$	11,638
Net income per share - basic	$	0.15		$	0.01	$	0.16
Net income per share - diluted	$	0.15		$	0.01	$	0.16

	Nine Months					Nine Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	289,330		$	-	$	289,330
Total operating income	$	61,242		$	-	$	61,242
Other income (expense)	$	(9,800	)	$	1,000	$	(8,800	)
Income before income taxes	$	51,442		$	1,000	$	52,442
Provision for income taxes	$	(20,123	)	$	299	$	(19,824	)
Net income	$	31,319		$	1,299	$	32,618
Comprehensive income	$	31,114		$	1,299	$	32,413
Net income per share - basic	$	0.44		$	0.01	$	0.45
Net income per share - diluted	$	0.42		$	0.02	$	0.44

Condensed Consolidated Statement of Cash Flows

The Company determined that the errors had no net impact on the previously filed Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011. The impact of the errors on net income and the corresponding impact on working capital resulted in no net change in the cash provided by operating activities as presented on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2011.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The cash and cash equivalents balances at September 30, 2012 and December 31, 2011 consisted of cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts and certificates of deposit with commercial banks. The Company is required to maintain a minimum cash reserve for debt service related to the $1.8 billion loan facility (the “Credit Facility”). As of September 30, 2012 and December 31, 2011, the Company’s restricted cash balance, which represents a minimum cash reserve for debt service related to the Credit Facility and the interest earned on these amounts, was $54.2 million and $27.2 million, respectively.

Depreciation, Depletion, and Amortization [Policy Text Block]

Depreciation Expense

The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During the second quarter of 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of the Company’s next-generation satellite constellation (“Iridium NEXT”). This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior-year periods. The change in accounting estimate reduced the depreciation expense by $6.5 million and $13.1 million for the three and nine months ended September 30, 2012, respectively. For the three months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.05. For the nine months ended September 30, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.12. During the third quarter of 2012, the Company lost communication with one of its in-orbit satellites. As a result, a $2.0 million impairment charge was recorded within depreciation expense during the third quarter of 2012. The Company will continue to evaluate the useful life of its current constellation of satellites on an ongoing basis through full deployment and activation of Iridium NEXT.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair values of short-term financial instruments (primarily cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue) approximated their carrying values as of the dates of the accompanying condensed consolidated balance sheets because of their short-term nature.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the statement of operations in a manner consistent with the classification of the employee’s or non-employee director’s compensation. Stock-based awards to non-employee consultants are expensed at their fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

Standard Product Warranty, Policy [Policy Text Block]

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income. During the nine months ended September 30, 2012, certain production issues were identified related to the Iridium Extreme^® satellite handset. A reserve for the remediation of these issues contributed $1.2 million to the warranty provision during the nine months ended September 30, 2012. Changes in the warranty reserve during the nine months ended September 30, 2012 were as follows:

	Nine Months Ended
	September 30, 2012
	(in thousands)
Balance at beginning of the period	$	4,101
Provision		3,439
Utilization		(2,964	)
Balance at end of the period	$	4,576

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Net Income Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

6. Net Income Per Share

The computations of basic and diluted net income per share are set forth below. The correction of errors in the reported results for the three and nine months ended September 30, 2011 resulted in restated net income for those periods. The correction of these errors did not affect any other components in the calculation of net income per share.

	Three Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	17,839		$	12,013
Net income allocated to participating securities		(11	)		(6	)
Numerator for basic and diluted net income per share	$	17,828		$	12,007
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		74,376			73,354
Dilutive effect of stock options		1			-
Dilutive effect of contingently issuable shares		23			-
Dilutive effect of warrants		1,731			1,204
Denominator for diluted net income per share		76,131			74,558
Net income per share - basic	$	0.24		$	0.16
Net income per share - diluted	$	0.23		$	0.16

	Nine Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	47,920		$	32,618
Net income allocated to participating securities		(47	)		(28	)
Numerator for basic and diluted net income per share	$	47,873		$	32,590
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		73,738			71,755
Dilutive effect of stock options		8			1
Dilutive effect of contingently issuable shares		48			-
Dilutive effect of warrants		2,092			1,895
Denominator for diluted net income per share		75,886			73,651
Net income per share - basic	$	0.65		$	0.45
Net income per share - diluted	$	0.63		$	0.44

For the three months ended September 30, 2012, warrants to purchase 0.3 million shares of common stock, stock options to purchase 4.3 million shares of common stock and 0.6 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

For the nine months ended September 30, 2012, warrants to purchase 0.3 million shares of common stock, stock options to purchase 4.1 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

For the three and nine months ended September 30, 2011, warrants to purchase 0.3 million shares of common stock and stock options to purchase 4.5 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

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Stock-Based Compensation (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended			9 Months Ended					3 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2011 2009 Stock Incentive Plan [Member]	Sep. 30, 2012 2012 Stock Incentive Plan [Member]	Sep. 30, 2012 Stock Options [Member] Non Employee [Member]	Sep. 30, 2012 Stock Options [Member] Consultant [Member]	Sep. 30, 2012 Restricted Stock Units (Rsus) [Member] Non Employee [Member]	Sep. 30, 2012 Service Based Rsu [Member]	Sep. 30, 2012 Performance Based Rsu [Member]	Sep. 30, 2012 Stock Appreciation Rights (Sars) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			8,000,000	13,416,019
Number Of Shares Stock Incentive Plan Newly Authotized				5,423,206
Number Of Shares Stock Incentive Plan Carried Over				1,576,794
Number Of Shares Stock Incentive Plan Previously Granted				6,416,019
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance					106,000		106,000
Grant Date Fair Value Of Stock Options	$ 0.5	$ 3.0			$ 0.3	$ 0.3
Grant Date Fair Value Of Restricted Stock Units							0.8	4.3	1.8
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	153,000	899,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						75,000				167,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period								570,000	234,000
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Minimum		0.00%
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Maximum		150.00%
Percentage Of Restricted Stock Units Awards Vested After Two Years		50.00%
Percentage Of Restricted Stock Units Awards Vested After Third Year		50.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period										4 years
Quarterly Vesting Percentage					25.00%		25.00%
First Anniversary Vesting Percentage	25.00%	25.00%								25.00%
Grant Date Fair Value Of Contractor										$ 0.5

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Significant Accounting Policies and Error Corrections (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Assets
Total assets	$ 1,629,025		$ 1,629,025		$ 1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net	144,655		144,655		126,546
Total liabilities	864,102		864,102		672,168
Retained earnings	68,309		68,309		20,389
Total stockholders' equity	764,923		764,923		702,018
Total liabilities and stockholders' equity	1,629,025		1,629,025		1,374,186
Statement of Other Comprehensive Income
Total revenue	100,441	102,124	291,236	289,330
Total operating income	31,688	24,198	74,050	61,242
Other income (expense):
Total other income (expense)	(2,156)	(2,803)	(7,267)	(8,800)
Income before income taxes	29,532	21,395	66,783	52,442
Provision for income taxes	11,693	9,382	18,863	19,824
Net income	17,839	12,013	47,920	32,618
Comprehensive income	17,844	11,638	47,840	32,413
Net income per share - basic (in dollars per share)	$ 0.24	$ 0.16	$ 0.65	$ 0.45
Net income per share - diluted (in dollars per share)	$ 0.23	$ 0.16	$ 0.63	$ 0.44
Scenario, Previously Reported [Member]
Assets
Total assets					1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net					127,297
Total liabilities					672,919
Retained earnings					19,638
Total stockholders' equity					701,267
Total liabilities and stockholders' equity					1,374,186
Statement of Other Comprehensive Income
Total revenue		102,124		289,330
Total operating income		24,198		61,242
Other income (expense):
Total other income (expense)		(2,803)		(9,800)
Income before income taxes		21,395		51,442
Provision for income taxes		(10,058)		(20,123)
Net income		11,337		31,319
Comprehensive income		10,962		31,114
Net income per share - basic (in dollars per share)		$ 0.15		$ 0.44
Net income per share - diluted (in dollars per share)		$ 0.15		$ 0.42
Scenario, Adjustment [Member]
Assets
Total assets					0
Liabilities and stockholders' equity
Deferred tax liabilities, net					(751)
Total liabilities					(751)
Retained earnings					751
Total stockholders' equity					751
Total liabilities and stockholders' equity					0
Statement of Other Comprehensive Income
Total revenue		0		0
Total operating income		0		0
Other income (expense):
Total other income (expense)		0		1,000
Income before income taxes		0		1,000
Provision for income taxes		676		299
Net income		676		1,299
Comprehensive income		676		1,299
Net income per share - basic (in dollars per share)		$ 0.01		$ 0.01
Net income per share - diluted (in dollars per share)		$ 0.01		$ 0.02
Restatement Adjustment [Member]
Assets
Total assets					1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net					126,546
Total liabilities					672,168
Retained earnings					20,389
Total stockholders' equity					702,018
Total liabilities and stockholders' equity					1,374,186
Statement of Other Comprehensive Income
Total revenue		102,124		289,330
Total operating income		24,198		61,242
Other income (expense):
Total other income (expense)		(2,803)		(8,800)
Income before income taxes		21,395		52,442
Provision for income taxes		(9,382)		(19,824)
Net income		12,013		32,618
Comprehensive income		$ 11,638		$ 32,413
Net income per share - basic (in dollars per share)		$ 0.16		$ 0.45
Net income per share - diluted (in dollars per share)		$ 0.16		$ 0.44

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Significant Accounting Policies and Error Corrections (Tables)

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Schedule of Condensed Financial Statements [Table Text Block]

Condensed Consolidated Balance Sheet (in thousands)

	As of					As of
	December 31,					December 31,
	2011					2011
	As Filed		Adjustments			Restated
Assets
Total assets	$	1,374,186	$	-		$	1,374,186
Liabilities and stockholders' equity
Deferred tax liabilities, net	$	127,297	$	(751	)	$	126,546
Total liabilities	$	672,919	$	(751	)	$	672,168
Retained earnings	$	19,638	$	751		$	20,389
Total stockholders' equity	$	701,267	$	751		$	702,018
Total liabilities and stockholders' equity	$	1,374,186	$	-		$	1,374,186

Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands except per share data):

	Three Months					Three Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	102,124		$	-	$	102,124
Total operating income	$	24,198		$	-	$	24,198
Total other income (expense)	$	(2,803	)	$	-	$	(2,803	)
Income before income taxes	$	21,395		$	-	$	21,395
Provision for income taxes	$	(10,058	)	$	676	$	(9,382	)
Net income	$	11,337		$	676	$	12,013
Comprehensive income	$	10,962		$	676	$	11,638
Net income per share - basic	$	0.15		$	0.01	$	0.16
Net income per share - diluted	$	0.15		$	0.01	$	0.16

	Nine Months					Nine Months
	Ended					Ended
	September 30,					September 30,
	2011					2011
	As Filed			Adjustments		Restated
Total revenue	$	289,330		$	-	$	289,330
Total operating income	$	61,242		$	-	$	61,242
Other income (expense)	$	(9,800	)	$	1,000	$	(8,800	)
Income before income taxes	$	51,442		$	1,000	$	52,442
Provision for income taxes	$	(20,123	)	$	299	$	(19,824	)
Net income	$	31,319		$	1,299	$	32,618
Comprehensive income	$	31,114		$	1,299	$	32,413
Net income per share - basic	$	0.44		$	0.01	$	0.45
Net income per share - diluted	$	0.42		$	0.02	$	0.44

Schedule of Product Warranty Liability [Table Text Block]

 Changes in the warranty reserve during the nine months ended September 30, 2012 were as follows:

	Nine Months Ended
	September 30, 2012
	(in thousands)
Balance at beginning of the period	$	4,101
Provision		3,439
Utilization		(2,964	)
Balance at end of the period	$	4,576

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Net Income Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The correction of these errors did not affect any other components in the calculation of net income per share.

	Three Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	17,839		$	12,013
Net income allocated to participating securities		(11	)		(6	)
Numerator for basic and diluted net income per share	$	17,828		$	12,007
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		74,376			73,354
Dilutive effect of stock options		1			-
Dilutive effect of contingently issuable shares		23			-
Dilutive effect of warrants		1,731			1,204
Denominator for diluted net income per share		76,131			74,558
Net income per share - basic	$	0.24		$	0.16
Net income per share - diluted	$	0.23		$	0.16

	Nine Months Ended September 30,
	2012			2011
				(Restated)
	(in thousands, except per share data)
Numerator:
Net income	$	47,920		$	32,618
Net income allocated to participating securities		(47	)		(28	)
Numerator for basic and diluted net income per share	$	47,873		$	32,590
Denominator:
Denominator for basic net income per share - weighted  average outstanding common shares		73,738			71,755
Dilutive effect of stock options		8			1
Dilutive effect of contingently issuable shares		48			-
Dilutive effect of warrants		2,092			1,895
Denominator for diluted net income per share		75,886			73,651
Net income per share - basic	$	0.65		$	0.45
Net income per share - diluted	$	0.63		$	0.44

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Significant Accounting Policies and Error Corrections (Details 1) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Balance at beginning of the period	$ 4,101
Provision	3,439
Utilization	(2,964)
Balance at end of the period	$ 4,576

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Net Income Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Numerator:
Net income	$ 17,839	$ 12,013	$ 47,920	$ 32,618
Net income allocated to participating securities	(11)	(6)	(47)	(28)
Numerator for basic and diluted net income per share	$ 17,828	$ 12,007	$ 47,873	$ 32,590
Denominator:
Denominator for basic net income per share - weighted average outstanding common shares	74,376	73,354	73,738	71,755
Dilutive effect of stock options	1	0	8	1
Dilutive effect of contingently issuable shares	23	0	48	0
Dilutive effect of warrants	1,731	1,204	2,092	1,895
Denominator for diluted net income per share	76,131	74,558	75,886	73,651
Net income per share - basic (in dollars per share)	$ 0.24	$ 0.16	$ 0.65	$ 0.45
Net income per share - diluted (in dollars per share)	$ 0.23	$ 0.16	$ 0.63	$ 0.44

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net cash provided by operating activities	$ 132,715	$ 131,923
Cash flows from investing activities:
Capital expenditures	(221,343)	(240,344)
Net cash used in investing activities	(221,343)	(240,344)
Cash flows from financing activities:
Borrowings under credit facility	171,805	190,170
Payment of deferred financing fees	(11,980)	(27,643)
Cash restricted for debt service reserve	(27,062)	(27,023)
Proceeds from exercise of stock options and warrants	9,143	41
Payment of offering costs	(245)	0
Repayment of note payable	0	(22,223)
Net cash provided by financing activities	141,661	113,322
Net increase in cash and cash equivalents	53,033	4,901
Cash and cash equivalents, beginning of period	136,366	119,932
Cash and cash equivalents, end of period	189,399	124,833
Supplemental cash flow information:
Interest paid	2,907	4,908
Income taxes paid (refunded)	351	(3,940)
Supplemental disclosure of non-cash investing activities:
Property and equipment received but not paid for yet	2,821	2,465
Interest capitalized but not paid	13,499	5,387
Stock-based compensation capitalized	$ 547	$ 290

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Equity Transactions

9 Months Ended

Sep. 30, 2012

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

5. Equity Transactions

Warrant Activity

During the three and nine months ended September 30, 2012, the Company issued 1,300,000 shares of common stock resulting from the exercise of 1,300,000 warrants to purchase its common stock at an exercise price of $7.00 per share (the “$7.00 Warrants”). The Company received proceeds of $9.1 million as a result of these warrant exercises.

Private Warrant Exchanges

During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”). As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.

In September 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants. Following these private warrant exchanges, the Company had 8,979,434 outstanding $7.00 Warrants as of September 30, 2012, including 632,726 that are included as part of units that were issued in connection with the formation of the Company in 2007. Each unit consists of one share of common stock and one $7.00 Warrant.

Warrant Exchange Tender Offers

During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of September 30, 2012, 277,021 of the $11.50 Warrants remained outstanding.

On October 2, 2012, the Company initiated a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). The offer period ends on November 6, 2012.

Private Offering

On October 3, 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. The Company received proceeds of $96.7 million from the sale of the Series A Preferred Stock in October 2012 which were net of the $3.3 million initial purchaser discount and offering costs. The Company intends to use the net proceeds of the private offering to help fund the construction and deployment of Iridium NEXT and for other general corporate purposes. The settlement date of the private offering was October 3, 2012.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends will be payable quarterly in arrears, beginning on December 15, 2012. The Series A Preferred Stock do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock will rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock will generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events). Except as otherwise provided, the Series A Preferred Stock will be convertible only into shares of the Company’s common stock.

On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.

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Equity Transactions (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended		1 Months Ended		12 Months Ended		1 Months Ended	9 Months Ended	12 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended		1 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2011	Oct. 31, 2012 Series Preferred Stock [Member]	Oct. 31, 2012 Tender Offer Warrant Exchange [Member]	Dec. 31, 2011 Tender Offer Warrant Exchange [Member]	Sep. 30, 2012 Tender Offer Warrant Exchange [Member]	Oct. 31, 2012 Tender Offer Warrant Exchange [Member] 7.00 Warrants [Member]	Sep. 30, 2012 Tender Offer Warrant Exchange [Member] 7.00 Warrants [Member]	Dec. 31, 2011 Private Warrant Exchanges [Member]	Sep. 30, 2012 Private Warrant Exchanges [Member]	Sep. 30, 2012 Private Warrant Exchanges [Member] 7.00 Warrants [Member]	Sep. 30, 2012 Private Warrant Exchanges [Member] 7.00 Warrants [Member]	Sep. 30, 2012 Private Warrant Exchanges [Member] 11.50 Warrants [Member]	Sep. 30, 2012 Private Offering [Member]	Oct. 03, 2012 Private Offering [Member]	Oct. 31, 2012 Private Offering [Member] Series Preferred Stock [Member]	Oct. 03, 2012 Private Offering [Member] Series Preferred Stock [Member]	Oct. 30, 2012 Private Offering [Member] Convertible Preferred Stock [Member]	Oct. 03, 2012 Private Offering [Member] Convertible Preferred Stock [Member]
Price Per Share Of Common Stock										$ 11.50
Price Per Share Of Warrants	$ 7.00	$ 7.00				$ 11.50			$ 7.00	$ 11.50
Stock Issued During Period, Shares, New Issues	1,300,000	1,300,000				1,303,267				1,643,453		562,370
Number Of Warrants Exchange To Common Stock						5,923,963				8,167,541		3,374,220
Class of Warrant or Right, Outstanding												8,979,434	8,979,434	277,021
Class Of Warrant Exercise Price Of Warrants							$ 11.50				$ 11.50
Warrants Exchange Percentage To Issue Common Stock												27.00%
Class Of Warrant Outstanding												632,726
Ratio Of Shares Offered To Warrant Holders					One share of common stock for every six warrants tendered.
Number Of Shares Issued For Each Warrant								0.1667					0.1667
Offer Period Commence Date					Oct. 02, 2012
Offer Period Expiration Date					Oct. 30, 2012
Purchase Agreement Settlement Date															Oct. 03, 2012
Preferred stock, shares issued	0	0	0																	1,000,000
Preferred Stock Purchase Price Per Share																$ 96.85
Convertible Perpetual Preferred Discount On Issue Of Shares																				$ 3.2
Convertible Perpetual Preferred Discount On Issue Of Shares Including Offering Costs																			3.3
Net Proceeds From Issuance Of Convertible Preferred Stock				96.7
Cumulative Cash Dividends Rate																	7.00%
Preferred Stock, Liquidation Preference Per Share																		$ 100		$ 100
Preferred Stock Conversion Rate																		10.6022
Preferred Stock Convertible Conversion Price																		$ 9.43
Annual Cash Dividend															$ 7
Adjustments to Additional Paid in Capital, Warrant Issued	$ 9.1	$ 9.1
Warrant Exchange Tender Offer Settlement Date															Nov. 06, 2012