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 $275,000,000 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, (iii) 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 (iv) Iridium has complied with the terms of this Agreement and the MOU, then, at Iridium's option, in lieu of issuing Warrants or Shares pursuant to Sections 3(a) and 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 ("IWCL Warrants") to purchase 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 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 $275,000,000 275,000,00 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 guaranteesguarantees (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, (iiiiv) 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 (ivv) 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 Sections Section 3(a) and 3(b). Iridium and Operating shall pay compensation to Motorola (the "High Yield Compensation") as followsabove: (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 ("IWCL Warrants") Warrants to purchase shares of Class A Common Stock of IWCL (the "Common Stock") 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 Common Stock 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, 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 $275,000,000 275,000,00 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 guaranteesguarantees (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, (iiiiv) 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 (ivv) 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 Sections Section 3(a) and 3(b). Iridium and Operating shall pay compensation to Motorola (the "High Yield Compensation") as followsabove: (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 ("IWCL Warrants") Warrants to purchase shares of Class A Common Stock of IWCL (the "Common Stock") 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 Common Stock 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, 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.a (3) In each case (1) and (2) multiplied by the number of days the Motorola Exposure is outstanding.