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                                                                   EXHIBIT 10.41
                                           (EXHIBIT I-3 TO THE CREDIT AGREEMENT)

                         [FORM OF PROGRESS CERTIFICATE]


                              PROGRESS CERTIFICATE


The Chase Manhattan Bank,
  as Administrative Agent
1 Chase Manhattan Plaza
8th Floor
New York, NY 10017
Attention:  Loan and Agency Services Group



                  Reference is made herein to the Credit Agreement (as amended,
supplemented and otherwise modified and in effect from time to time, the "Credit
Agreement") dated as of December [__], 1997 among Iridium Operating LLC, a
Delaware limited liability company (the "Company"), the lenders party thereto,
Chase Securities Inc. and Barclays Capital, the investment banking division of
Barclays Bank PLC, as Global Arrangers, The Chase Manhattan Bank, as
Administrative Agent and as Collateral Agent, and Barclays Bank PLC, as
Documentation Agent. Capitalized terms used but not defined herein have the
meanings given to such terms in the Credit Agreement. This Certificate is being
delivered to the Administrative Agent pursuant to Article IV of the Credit
Agreement.

                  In connection with the Borrowing by the Company of Loans (the
"Borrowing") on [INSERT DATE OF BORROWING AS REFLECTED IN THE RELATED BORROWING
REQUEST] (the "Borrowing Date"), the undersigned hereby certifies that:

                  1.  Commercial Activation has occurred.

                  2. (a) Each of the regulatory requirements specified in Annex
         A to Appendix 2 to the Credit Agreement that is required to be
         satisfied for the "Post-Commercial Activation Stage (as referred to in
         said Annex A) on or prior to the Borrowing Date has been, and remains,
         satisfied as of the Borrowing Date. Set forth in Schedule I to this
         Progress Certificate is, as of the Borrowing Date, (i) a list of
         countries for which L-based spectrum licenses ("L-band Licenses") for
         the Project have been obtained (each a "L-band License Country") and
         for which a legal opinion satisfying the requirement under paragraph
         3(b) below is attached, (ii) a list of service provider agreements
         which have been entered into and continue in effect, (iii) a list of
         roaming agreements which have been entered into and continue in effect
         (in the case of the agreements referred to in clauses (ii) and (iii),
         specifying the date and counterparty or counterparties of each such
         agreement and the jurisdiction), (iv) a list of non-gateway countries
         for which agreements are in place for the


                Progress Certificate (Post-Commercial Activation)
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                                      - 2 -



         interconnection of the IRIDIUM system with the PSTN in that country and
         (v) a list of countries for which the existing service provider
         agreements and/or roaming agreements provide national sales
         distribution for IRIDIUM services.

                           (b) Attached hereto are copies of the opinions of
         legal counsel for each for each L-band License Country (other than
         those previously delivered to the Administrative Agent with a Progress
         Certificate) confirming, each as of a recent date, that the L-band
         License in such country has been obtained. The Company is not aware of,
         nor does it have any reason to believe that there has occurred, any
         adverse change in the status of any such L-band License.

                           (c) As shown on Schedule I to this Progress
         Certificate, as of the Borrowing Date, (i) the L-band License Countries
         constitute countries projected to generate at least 72.5% of the
         Company's revenues as set forth in the Iridium Financial Projections,
         (ii) not less than 75% of the revenues referred to in sub-clause (i)
         above are projected to be from countries for which service provider
         agreements and/or roaming agreements providing for a national sales
         distribution for the IRIDIUM services (in compliance with the
         requirements set forth in Attachment 3 to Annex A to Appendix 2)
         are currently in effect.

                           (d) With respect to each of the countries listed in
         Part 4 of Schedule I to this Progress Certificate all Governmental
         Approvals necessary for commercial operation of the IRIDIUM System in
         such countries have been received, attached hereto is evidence thereof.

                  4. The Company is in compliance with its obligations under
         Section 8.04 of the Credit Agreement as of the Borrowing Date. Set
         forth in Schedule II to this Project Certificate is a list of the
         sources of funding currently committed or available to the Company that
         satisfy the requirements of said Section 8.04.


                Progress Certificate (Post-Commercial Activation)
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                                      - 3 -


                  IN WITNESS WHEREOF, the Company has caused this Progress
Certificate to be executed by a Responsible Officer this [__] day of [________],
1998(1).


                                           IRIDIUM OPERATING LLC


                                            By:________________________________
                                               Its [_________________]





_______________

1        Each Progress Certificate is to be dated the date of the relevant
         Borrowing.


                Progress Certificate (Post-Commercial Activation)
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                                                                      Schedule I
                                                         to Progress Certificate

                              Regulatory Conditions


1.  Countries with L-band spectrum licenses

                  Country                   % of Iridium Business
                                            Plan Revenues








                    -----                   -------------
         Totals:                                                       %





                Progress Certificate (Post-Commercial Activation)
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                        2                                            Schedule I
                                                         to Progress Certificate




2.  Service Provider Agreements


         Country                    Counterparty                       Date











         TOTAL NUMBER OF SERVICE PROVIDER AGREEMENTS:



                Progress Certificate (Post-Commercial Activation)
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                                    -3-                               Schedule I
                                                         to Progress Certificate





3.  Roaming Agreements


         Country                    Counterparty                       Date


















        TOTAL NUMBER OF ROAMING AGREEMENTS:


                Progress Certificate (Post-Commercial Activation)
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                                   - 4 -                              Schedule I
                                                         to Progress Certificate




4.  PSTN Access In Non-Gateway Countries

         Country












         TOTAL:  ______


                Progress Certificate (Post-Commercial Activation)
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                                  - 5 -                               Schedule I
                                                         to Progress Certificate




5.  Countries with National Sales Distribution Network


         Country










         TOTAL:  ______



                Progress Certificate (Post-Commercial Activation)
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                                                                     Schedule II
                                                         to Progress Certificate

                                 Funding Sources


                        [To be completed by the Company]



                Progress Certificate (Post-Commercial Activation)