Common use of High Yield Equivalent Compensation Clause in Contracts

High Yield Equivalent Compensation. During any period in which each of the following conditions (the "High Yield Equivalent Conditions") exists: (i) the Motorola Exposure outstanding shall be $275,000,00 or less; (ii) no other person or party providing guarantees for the support of Iridium's indebtedness for borrowed money is receiving equity compensation from Iridium or IWCL in respect of such guarantees (other than Kyocera Corporation in connection with its Guarantee of Operating's borrowings to fund the purchase of Subscriber Equipment from Kyocera); (iii) Kyocera is receiving equity compensation, if any, at no greater rate (in relation to amount of Guarantee) than Motorola, (iv) no mandatory prepayment or redemption or acceleration of any Senior Notes (as defined in the MOU) has occurred (except as a result of Motorola's disposition of Class 1 Interests causing a "change in control" (as defined in the Offering Memorandum) to occur under the Senior Notes); and (v) Iridium has complied with the terms of this Agreement and the MOU, then at Iridium's option, in lieu of issuing Warrants pursuant to Section 3(a) above: (1) Operating shall pay Motorola cash compensation for the Motorola Exposure, in an amount equal to (x) the average daily Motorola Exposure during any period for which the Motorola Exposure is greater than zero multiplied by the excess, if any, of (A) the weighted average daily interest rate applicable to the Series A Notes and Series B Senior Notes over (B) the weighted average daily interest rate actually charged by the Lenders under the Credit Agreements related to the Motorola Exposure for such period. (2) Iridium shall issue to Motorola Warrants to purchase Shares in an amount equal to the average daily principal amount of Motorola Exposure during such period multiplied by the daily equivalent of the warrant compensation payable to the initial holders of the units comprised of warrants to purchase IWCL common stock and Series A Notes with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A Notes to the stated maturity thereof). (3) In each case (1) and (2) multiplied by the number of days the Motorola Exposure is outstanding.

High Yield Equivalent Compensation. During any period in which each of the following conditions (the "High Yield Equivalent Conditions") exists: (i) the Motorola Exposure outstanding shall be $275,000,00 or less; (ii) no other person or party providing guarantees for the support of Iridium's indebtedness for borrowed money is receiving equity compensation from Iridium or IWCL in respect of such guarantees (other than Kyocera Corporation in connection with its Guarantee of Operating's borrowings to fund the purchase of Subscriber Equipment from Kyocera)guarantees; (iii) Kyocera is receiving equity compensation, if any, at no greater rate (in relation to amount of Guarantee) than Motorola, (iv) no mandatory prepayment or redemption or acceleration of any Senior Notes (as defined in the MOU) has occurred (except as a result of Motorola's disposition of Class 1 Interests causing a "change in control" (as defined in the Offering Memorandum) to occur under the Senior Notes); and (viv) Iridium has complied with the terms of this Agreement and the MOU, then at Iridium's option, Iridium may pay Motorola cash and warrant compensation ("High Yield Equivalent Compensation") for the remaining Motorola Exposure in lieu of issuing additional Warrants pursuant to Section 3(a2(a) above: above (1) Operating shall pay Motorola cash compensation for the Motorola Exposure"Warrant Compensation"), in an amount equal to (x) the average daily Motorola Exposure outstanding during any period for which the Motorola Exposure is greater than zero High Yield Equivalent Conditions exist multiplied by the excess, if any, of difference between (A) the weighted average daily interest rate applicable to the Series A Notes and Series B Senior Notes over (B) the weighted average daily interest rate actually charged by the Lenders under the Credit Agreements related to Bridge Agreement (or its equivalent, if the Motorola Exposure Bridge Agreement is no longer in effect) for such period. period and (2B) Iridium shall issue to Motorola Warrants to purchase Shares the daily equivalent interest rate under the Initial Senior Notes (if relevant, using a weighted average of the interest rates on the separate tranches of Initial Senior Notes; provided that, if the daily equivalent interest rate in an amount equal to (B) is greater than the average daily principal amount of interest rate in (A), such difference between (A) and (B) shall be zero) plus (y) the average daily Motorola Exposure outstanding during such period multiplied by the daily equivalent of the warrant compensation payable to the initial holders of the units comprised of warrants to purchase IWCL common stock and Series A Initial Senior Notes with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A the Initial Senior Notes to the stated maturity thereofStated Maturity). (3) In , in each case (1) and (2) multiplied by (z) the number of days the Motorola Exposure is outstandingHigh Yield Equivalent Conditions exist. Compensation payable during any semi-annual period during which the High Yield Equivalent Conditions exist shall be pro-rated between High Yield Equivalent Compensation and Warrant Compensation based on the number of days the High Yield Equivalent Conditions existed during such semi-annual period. High Yield Equivalent Compensation shall be paid semi-annually in arrears within 45 days after the end of each semi-annual period.

High Yield Equivalent Compensation. During any period in which each of the following conditions (the "High Yield Equivalent Conditions") exists: (i) the Motorola Exposure outstanding shall be $275,000,00 275,000,000 or less; (ii) no other person or party providing guarantees for the support of Iridium's indebtedness for borrowed money is receiving equity compensation from Iridium or IWCL in respect of such guarantees (other than Kyocera Corporation in connection with its Guarantee of Operating's borrowings to fund the purchase of Subscriber Equipment from Kyocera); guarantees, (iii) Kyocera is receiving equity compensation, if any, at no greater rate (in relation to amount of Guarantee) than Motorola, (iv) no mandatory prepayment or redemption or acceleration of any Senior Notes (as defined in the MOU) has occurred (except as a result of Motorola's disposition of Class 1 Interests causing a "change in control" (as defined in the Offering Memorandum) to occur under the Senior Notes); and (viv) Iridium has complied with the terms of this Agreement and the MOU, then then, at Iridium's option, in lieu of issuing Warrants or Shares pursuant to Section Sections 3(a) aboveand 3(b). Iridium and Operating shall pay compensation to Motorola (the "High Yield Compensation") as follows: (1) Operating shall pay Motorola cash compensation for the Motorola Exposure, in an amount equal to (x) the average daily Motorola Exposure during any period for which the Motorola Exposure is greater than zero multiplied by the excess, if any, of (A) the weighted average daily interest rate applicable to the Series A Notes and Series B Senior Notes (13.625% / 360 = 0.0378472%) over (B) the weighted average daily interest rate actually charged by the Lenders under the Credit Agreements related to the Motorola Exposure for such period. (2) Iridium shall issue to Motorola Warrants warrants ("IWCL Warrants") to purchase Shares shares of Class A Common Stock of IWCL (the "Common Stock") in an amount equal to the average daily principal amount of Motorola Exposure during such period multiplied by the daily equivalent of the warrant compensation payable to the initial holders of the units comprised of warrants to purchase IWCL common stock Common Stock and Series A Notes with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A Notes to the stated maturity thereof, such amount being IWCL Warrants to purchase 66.758 shares of Common Stock per each full $100,000,000 of Motorola Exposure per day (calculated on a pro rata basis for the actual amount of Motorola Exposure outstanding)). IWCL Warrants issued pursuant to this paragraph (2) will have the same exercise price as the warrants issued with the Series A Notes ($20.90 per share of Common Stock, subject to anti-dilution adjustments) but all other terms of the IWCL Warrants and Common Stock will be as specified for Warrants and Shares, respectively, in Section 3(a) (the IWCL Warrants will provide for a ten year term, become exercisable on March 1, 2001 or upon receipt if issued after that date and be issued free of restrictions on transfer (other than restrictions imposed by applicable law)); provided, however, that, if Motorola's holdings of Common Stock, including Common Stock issuable upon exercise of IWCL Warrants or similar securities (but not including Common Stock issuable under the Interest Exchange Agreement), would cause the Iridium Bermuda Special Rights Period (as defined in the LLC Agreement) to terminate, Motorola will not be issued IWCL Warrants or Common Stock but instead will be issued Warrants or Shares (with substitution on a one-for-one basis, subject to the anti-dilution provisions of the Interest Exchange Agreement). A form of IWCL Warrant is attached hereto as Exhibit 2. Iridium hereby agrees to exercise its rights under the Share Issuance Agreement and to take all other necessary actions to cause IWCL to (i) reserve sufficient shares of Common Stock for issuance upon exercise of all outstanding IWCL Warrants and (ii) issue shares of Common Stock in respect of IWCL Warrants at the time or times such IWCL Warrants are duly exercised, and Iridium agrees not to agree to any amendment to the Share Issuance Agreement that would be reasonably likely to adversely affect Iridium's ability to perform its obligations hereunder. (3) In each case (1) and (2) multiplied by the number of days the Motorola Exposure is outstanding.

High Yield Equivalent Compensation. During any period in which each of the following conditions (the "High Yield Equivalent Conditions") exists: (i) the Motorola Exposure outstanding shall be $275,000,00 or less; (ii) no other person or party providing guarantees for the support of Iridium's indebtedness for borrowed money is receiving equity compensation from Iridium or IWCL in respect of such guarantees (other than Kyocera Corporation in connection with its Guarantee of Operating's borrowings to fund the purchase of Subscriber Equipment from Kyocera); (iii) Kyocera is receiving equity compensation, if any, at no greater rate (in relation to amount of Guarantee) than Motorola, (iv) no mandatory prepayment or redemption or acceleration of any Senior Notes (as defined in the MOU) has occurred (except as a result of Motorola's disposition of Class 1 Interests causing a "change in control" (as defined in the Offering Memorandum) to occur under the Senior Notes); and (v) Iridium has complied with the terms of this Agreement and the MOU, then at Iridium's option, in lieu of issuing Warrants pursuant to Section 3(a) above: (1) Operating shall pay Motorola cash compensation for the Motorola Exposure, in an amount equal to (x) the average daily Motorola Exposure during any period for which the Motorola Exposure is greater than zero multiplied by the excess, if any, of (A) the weighted average daily interest rate applicable to the Series A Notes and Series B Senior Notes over (B) the weighted average daily interest rate actually charged by the Lenders under the Credit Agreements related to the Motorola Exposure for such period. (2) Iridium shall issue to Motorola Warrants to purchase Shares in an amount equal to the average daily principal amount of Motorola Exposure during such period multiplied by the daily equivalent of the warrant compensation payable to the initial holders of the units comprised of warrants to purchase IWCL common stock and Series A Notes with respect to such amount (calculated on a pro rata daily basis from the date of the issuance of such Series A Notes to the stated maturity thereof).a (3) In each case (1) and (2) multiplied by the number of days the Motorola Exposure is outstanding.