EXECUTION VERSION


 


THIS AMENDMENT TO
THE COFACE FACILITY AGREEMENT (this “Amendment”), dated as of 30 October 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, SOCIÉTÉ GÉNÉRALE as agent
of the other Finance Parties (in this capacity the “COFACE Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS
as security agent and trustee for the Secured Parties (the “Security Agent” and the “U.S. Collateral
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 from time to time (the “COFACE Facility Agreement”).


 


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



 


Effective as of the Effective Date, paragraphs
2 (Security Agent as holder of Security) and 7 (Approval) of Schedule 28 (Security Agent) of the COFACE Facility
Agreement shall be substituted in their entirety with the corresponding provisions set out in Schedule 1 (Amendments to Security
Agent Provisions) of this Amendment.


 


		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.


 




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		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.


 


		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.


 




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		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, the COFACE Agent and the Security 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



 


		(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.



 




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		(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.



 




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SCHEDULE 1


 


AMENDMENTS TO SECURITY AGENT PROVISIONS


 


		2.	Security Agent as holder of Security



 


		(a)	In this Schedule 28 (Security Agent):



 


		(i)	Security Agent Claim has the meaning given to it in paragraph (c) below.



 


		(ii)	Secured Party Claim means any amount which an Obligor owes to a Secured Party under or in
connection with the Finance Documents.



 


		(b)	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.



 


		(c)	Each Obligor must pay the Security Agent, as an independent and separate creditor, an amount equal
to each Secured Party Claim on its due date (each, a Security Agent Claim). For the purposes of Russian law and subject
to the other provisions of this paragraph 2, the Security Agent is the joint and several creditor with each Secured Party in respect
of each Secured Party Claim, with an independent right to demand and enforce payment of each Security Agent Claim on the terms
set out in paragraphs (f) to (m) below.



 


		(d)	Unless expressly provided to the contrary in any Finance Document, the Security Agent holds:



 


		(i)	the benefit of any Security Agent Claims; and



 


		(ii)	any proceeds of the enforcement of any Transaction Security Documents,



 


for the benefit,
and as the property, of, and on trust for, the Secured Parties and so that they are not available to the personal creditors of
the Security Agent or otherwise available to the Security Agent for its own use.


 


		(e)	The Security Agent will separately identify in its records the property rights referred to in paragraph
(d) above.



 


		(f)	It is agreed that, in respect of each Security Agent Claim, the Security Agent shall:



 


		(i)	share the proceeds of each Security Agent Claim with the other Secured Parties; and



 


		(ii)	pay those proceeds to the Secured Parties,



 


in accordance
with their respective interests in the amounts outstanding under the Finance Documents.


 


		(g)	The Security Agent may enforce performance of any Security Agent Claim in its own name as an independent
and separate right. This includes filing any suit, execution, enforcement of Transaction Security Documents in accordance with
their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.



 




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		(h)	Each Secured Party must, at the request of the Security Agent, perform any act required in connection
with the enforcement of any Security Agent Claim. This includes issuing a power of attorney to the Security Agent and joining in
any proceedings as co-claimant with the Security Agent.



 


		(i)	Unless the Security Agent fails to enforce a Security Agent Claim within a reasonable time after
its due date, a Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to
do so by the Security Agent.



 


		(j)	Each Obligor irrevocably and unconditionally waives any right it may have to require a Secured
Party to join in any proceedings as co-claimant with the Security Agent in respect of any Security Agent Claim.



 


		(k)	In each case, and (for the avoidance of doubt) without otherwise increasing the aggregate indebtedness
of the Obligors:



 


		(i)	discharge by an Obligor of a Secured Party Claim will discharge the corresponding Security Agent
Claim in the same amount; and



		(ii)	discharge by an Obligor of a Security Agent Claim will discharge the corresponding Secured Party
Claim in the same amount.



 


		(l)	The aggregate amount of the Security Agent Claims will never exceed the aggregate amount of Secured
Party Claims.



 


	(m)	(i)	A defect affecting a Security Agent Claim against
an Obligor will not affect any Secured Party Claim.



 


		(ii)	A defect affecting a Secured Party Claim against an Obligor will not affect any Security Agent Claim.



 


		(n)	If the Security Agent returns to any Obligor, whether in any kind of insolvency proceedings or
otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal
to that recovery to the Security Agent.



 


		7.	Approval



 


Each Secured
Party:


 


		(a)	confirms its approval of each Transaction Security Document;



 


		(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 for the purpose of all laws other than Russian law; and



 


		(c)	authorises and directs the Security Agent to enter into and enforce the Transaction Security Documents
governed by Russian law in its own name as the joint and several creditor with each Secured Party.



 




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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	 


 




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	IRIDIUM CARRIER SERVICES LLC 	 
	 	 
	By: 	/s/ Thomas J. Fitzpatrick	 
	Name:  Thomas J. Fitzpatrick	 
	Title:  Chief Financial Officer	 
	 	 
	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, Iridium Constellation LLC, its 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	 
	 	 
	IRIDIUM SATELLITE SA LLC	 
	 	 
	By: 	/s/ Thomas J. Fitzpatrick	 
	Name:  Thomas J. Fitzpatrick	 
	Title:  Chief Financial Officer, Iridium Satellite LLC, its Manager


 




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	COFACE Agent	 
	 	 
	SOCIÉTÉ GÉNÉRALE	 
	 	 
	By: 	/s/ Fleur Ferrari	 
	Name:  Fleur Ferrari	 
	Title:	 
	 	 
	By: 	/s/ Olivia Brun Codina	 
	Name:  Olivia Brun Codina	 
	Title:	 


 




    	 



    	 



    

 


	Security Agent	 
	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 
		
	By: 	/s/ Deirdre Lewis	 
	Name:  Deirdre Lewis	 
	Title: Vice President	 
	 	 
	By: 	/s/ Nigel W. Luke	 
	Name:  Nigel W. Luke	 
	Title: Vice President