Execution Version


 


THIS AMENDMENT TO
THE COFACE FACILITY AGREEMENT (this “Amendment”), dated as of 26 July, 2013 (the “Effective Date”),
is made by and among IRIDIUM COMMUNICATIONS INC., a Delaware corporation (the “Parent”), IRIDIUM SATELLITE
LLC, a Delaware limited liability company, as borrower (the “Borrower”), THE GUARANTORS under
and as defined in the COFACE Facility Agreement referred to below and SOCIÉTÉ GÉNÉRALE
as agent of the other Finance Parties (in this capacity the “COFACE Agent”)
and is made with reference to the COFACE Facility Agreement, dated as of October 4, 2010, by and among the Parent, the Borrower,
the other Obligors party thereto, the Lenders party thereto, the COFACE Agent and Deutsche Bank Trust Company Americas, as Security
Agent and U.S. Collateral Agent, as amended and restated by the Supplemental Agreement dated as of August 1, 2012 (the “COFACE
Facility Agreement”).


 


RECITALS:


 


WHEREAS, pursuant to
that certain amendment request letter dated May 30, 2013 from the Borrower, the Borrower has requested to amend certain provisions
of the COFACE Facility Agreement which the Lenders have agreed and COFACE has approved, in each case as provided for herein;


 


WHEREAS, the COFACE Agent
is authorised to execute this Amendment on behalf of the Finance Parties;


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


agreement:


 


		1.	Definitions; Interpretation



 


		1.1	Definitions



 


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


 


		1.2	Construction



 


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


 


		2.	Amendments



 


2.1         Effective
as of the Effective Date, the COFACE Facility Agreement is hereby amended as follows:


 


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		(a)	The definition of “Key Assets” set forth in Section 1.1 (Definitions)
of the COFACE Facility Agreement is hereby amended by adding the word “and limitations” immediately after the word
“restrictions”.



		(b)	The definition of “Material Company” set forth in Section 1.1 (Definitions)
of the COFACE Facility Agreement is hereby amended by:



 


		(i)	replacing the period at the end of paragraph (b) with the following text: “or;”; and



		(ii)	inserting a new paragraph (c) immediately after paragraph (b) and which shall read as follows:



 


“(c) any Foreign
Transferee Subsidiary.”.


 


		(c)	The definition of “Permitted Disposal” set forth in Section 1.1 (Definitions)
of the COFACE Facility Agreement is hereby amended by:



 


		(i)	adding the following text immediately after the words “except in the case of paragraph (b)”
in the beginning of the definition thereof: “and paragraph (m)”;



		(ii)	adding the following text immediately after the word “Obligor” at the end of paragraph
(b)(i) of the definition thereof: “or if the Disposing Company is a Foreign Transferee Subsidiary, the Acquiring Company
must also be a Foreign Transferee Subsidiary or an Obligor”;



		(iii)	deleting the word “and” at the end of paragraph
(j);



		(iv)	adding the text “;” at the end of paragraph
(k);



		(v)	replacing the period at the end of paragraph (l) with the following text: “; and” and



		(vi)	inserting a new paragraph (m) immediately after paragraph (l) and which shall read as follows:



 


“(m)
of any equipment or assets (including, without limitation, any Gateway, upgrades to ground systems or services in connection thereto)
by any Obligor or Foreign Transferee Subsidiary to any Foreign Transferee Subsidiary or an Obligor as a capital contribution, for
cash consideration or otherwise to the extent permitted by the Finance Documents; provided that:


 


(i)           such equipment or assets
(including, without limitation, any Gateway, upgrades to ground systems or services in connection thereto) was developed and/or
acquired for the purposes of, or in connection with, operating and maintaining, upgrading, improving or otherwise enhancing the
Borrower’s global network (including, without limitation, any ground stations, TTACs and other associated ground infrastructure)
and/or in connection with or related to the geographic expansion and growth of the Borrower’s Permitted Business; and


 


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(ii)          with respect to each Financial Year specified in column1 below, the aggregate book value at the time of disposal (as determined
according to the Accounting Principles) of such equipment or assets (including, without limitation, any Gateway, or upgrades to
ground systems or services in connection thereto) sold, leased, licensed, transferred or otherwise disposed of during such Financial
Year pursuant to this paragraph (m) does not exceed the amount specified in column 2 below opposite such Financial Year (in the
aggregate and on a cumulative basis):


 


	Column 1 
Financial Year Ending	 	Column 2 
Permitted Disposal 

Amount	 
	12/31/2013	 	$	50,000,000	 
	12/31/2014	 	$	60,000,000	 
	12/31/2015	 	$	70,000,000	 
	12/31/2016	 	$	80,000,000	 
	12/31/2017	 	$	90,000,000	 
	12/31/2018	 	$	100,000,000.”.	 



 


		(d)	Section 1.1 (Definitions) of the COFACE Facility Agreement is hereby amended by adding the
following new definition in the correct alphabetical order in Section 1.1 (Definitions) of the COFACE Facility Agreement:



 


““Foreign
Transferee Subsidiary” means any direct or indirect wholly owned Subsidiary of the Parent:


 


(i) that is
a member of the NEXT Group and is incorporated or organized (as applicable) 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) where
one or more of its direct shareholders is an Obligor or are Obligors which has or have:


 


(A)      granted Transaction Security
over no less than 65% in aggregate of the outstanding shares or other ownership interests in such wholly owned Subsidiary;


 


(B)      delivered to the COFACE
Agent the Transaction Security Documents duly executed by it and the Security Agent (together with all such notices, documents,
instruments or filings set forth in Part 2 of Schedule 2 (Conditions Precedent) (as if references to an ‘Additional Guarantor’
were references to such direct shareholder(s) and references to ‘Accession Deed’ were references to the Transaction
Security Documents and provided further that, but subject to paragraph (ii)(A) above, the proviso in paragraph 11 shall not apply))
as are required by the COFACE Agent to be given, executed, made or delivered; and


 


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(C)        taken all such action that
is necessary to protect, perfect or give priority to such Transaction Security.


 


For the avoidance
of doubt, such wholly owned Subsidiary will become a Foreign Transferee Subsidiary on the date the COFACE Agent has received all
of the documents and other evidence listed in (ii) (A), (B) and (C) above, in form and substance reasonably satisfactory to it.
The COFACE Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.


 


		3.	Representations



 


		3.1	Representations



 


The representations
set out in this Clause 3 (Representations) are made by each Obligor on the date of this Amendment 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 Amendment and the transactions contemplated by this Amendment.


 


		3.3	Legal validity



 


Subject to
the Legal Reservations, the obligations expressed to be assumed by it in this Amendment 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 Amendment 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.



 


		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 Amendment have been obtained or effected (as appropriate) and are in full force and effect.


 


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		3.6	Governing law and enforcement



 


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



 


		(b)	Subject to the Legal Reservations, any judgment obtained in relation to this Amendment 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 Effective Date,
in each case as if references to the COFACE Facility Agreement are references to the COFACE Facility Agreement, as amended hereby,
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 only with respect to any subsequent and new information delivered under the COFACE Facility Agreement since the last period
where such representation and warranty was made or deemed to be made under the COFACE Facility Agreement.


 


		4.	CONDITIONS TO EFFECTIVENESS



 


This Amendment shall
become effective on the Effective Date upon the due execution of a signature page to this Amendment by each of the Parent, the
Borrower, the other Obligors and the COFACE Agent on behalf of the Finance Parties and delivery of each party’s respective
signature pages to each of the other parties hereto.


 


		5.	Governing law; jurisdiction, etc.



 


This Amendment and any
non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of Clause 40 (Enforcement)
of the COFACE Facility Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.


 


		6.	Miscellaneous



 


		(a)	This Amendment is a Finance Document.



 


		(b)	Each Obligor:



 


		(i)	agrees to the amendments to the COFACE Facility Agreement as contemplated by this Amendment; and



 


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



 


		(A)	continue in full force and effect; and



 


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



 


		(c)	On and after the date hereof, each reference in the COFACE Facility Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the COFACE Facility Agreement,
and each reference in the other Finance Documents to the “COFACE Facility Agreement”, “thereunder”, “thereof”
or words of like import referring to the COFACE Facility Agreement shall mean and be a reference to the COFACE Facility Agreement
as amended by this Amendment.



 


		(d)	Except as specifically amended by this Amendment, the COFACE Facility Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed.



 


		(e)	Each Finance Party reserves any other right or remedy it may have now or subsequently. The execution,
delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of the Finance Parties under the COFACE Facility Agreement.



 


		(f)	Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any substantive effect.



 


		(g)	This Amendment may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document. Signatures to this Amendment
may be delivered by facsimile or other electronic means of transmission, and any signature so delivered shall be deemed an original
executed counterpart.



 


[Signature Pages to follow]


 


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IN WITNESS WHEREOF,
each of the parties hereto has caused this Amendment to be duly executed and delivered as of the date first above written.


 


Parent


 


	IRIDIUM COMMUNICATIONS INC.	 
	 	 
	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


Borrower


 


IRIDIUM SATELLITE
LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


Obligors


 


IRIDIUM COMMUNICATIONS
INC.


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


IRIDIUM HOLDINGS LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


IRIDIUM CARRIER HOLDINGS LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


IRIDIUM CARRIER SERVICES LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


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IRIDIUM CONSTELLATION LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


IRIDIUM GOVERNMENT SERVICES LLC


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer of Iridium Constellation LLC, the Manager	 


 


SYNCOM-IRIDIUM HOLDINGS
CORP.


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


IRIDIUM BLOCKER-B
INC.


 


	By:	 /s/ Thomas J. Fitzpatrick	 
	Name: Thomas J. Fitzpatrick	 
	Title: Chief Financial Officer	 


 


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COFACE Agent


 


SOCIÉTÉ
GÉNÉRALE


 


	By:	 /s/ Denis de Pallierets	 
	Name: Denis de Pallierets	 
	Title: Co-Head of TMT Finance	 


 


	By:	 /s/ Frederic Surdon	 
	Name: Frederic Surdon	 
	Title: Global Head of Export Finance	 


 


Signature Page to Amendment to COFACE Facility Agreement