Common use of Representations, Warranties and Agreements of the Issuers Clause in Contracts

Representations, Warranties and Agreements of the Issuers. As of the date hereof, each Issuer represents and warrants to, and agrees with, the Initial Purchaser that: (a) The Preliminary Offering Memorandum as of its date did not, and the Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Initial Purchaser furnished to either Issuer in writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued. (b) Each of the Issuers and their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect"). (c) All equity interests of each Issuer have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except as otherwise set forth in the Offering Memorandum, all of the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (h) The Series A Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum. (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Series B Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement has been duly authorized by Holdings and, on the Closing Date, will have been validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute the

Representations, Warranties and Agreements of the Issuers. As Each of the date hereofIssuers, each Issuer jointly and severally, represents and warrants to, and agrees with, the several Initial Purchaser Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date respective date, did not, and on the Closing Date the Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except ; PROVIDED that the representations and warranties Issuers make no representation or warranty as to information contained in this paragraph (a) shall not apply to statements in or omissions omitted from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based in reliance upon and in conformity with written information relating to the Initial Purchaser Purchasers furnished to either Issuer in writing the Company by the or on behalf of any Initial Purchaser expressly specifically for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued"INITIAL PURCHASERS' INFORMATION"). (b) Each Assuming the accuracy of the Issuers representations and warranties of the Initial Purchasers contained in Section 2 and their subsidiaries listed on Schedule B hereto (eachcompliance with the agreements set forth therein, a "Significant Subsidiary") has been duly organizedit is not necessary, is validly existing in connection with the issuance and in good standing under sale of the laws Securities to the Initial Purchasers and the offer, resale and delivery of its jurisdiction of organization and has the requisite power and authority to carry on its business as described Securities by the Initial Purchasers in the Preliminary Offering Memorandum manner contemplated by this Agreement and the Offering Memorandum and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect"). (c) All equity interests of each Issuer have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except as otherwise set forth in the Offering Memorandum, all of to register the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens Securities under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When Securities Act or to qualify the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of under the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture ActTRUST INDENTURE ACT"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (hc) The Series A Notes have Each of United, the Company and its subsidiaries has been duly authorized andorganized and is validly existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of incorporation or organization, on is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which the Closing Datecharacter or location of its properties (owned, will have been validly executed leased or licensed) or the nature or conduct of its business makes such qualification necessary, and delivered by Insilco. When the Series A Notes have been issued, executed has all requisite power and authenticated in accordance with the provisions of the Indenture authority necessary to own or lease and delivered operate its properties and to conduct its business as now being conducted and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained described in the Offering Memorandum. , except where the failure to be so qualified or in good standing or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issuedfinancial or otherwise), executed and authenticated in accordance with the terms results of the Exchange Offer and the Indentureoperations, business or prospects of United, the Series B Notes will be entitled to the benefits of the Indenture Company and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except its subsidiaries taken as a whole (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicabilitya "MATERIAL ADVERSE EFFECT"). (j) The Warrant Agreement has been duly authorized by Holdings and, on the Closing Date, will have been validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute the

Representations, Warranties and Agreements of the Issuers. As Each of the Issuers, jointly and severally, represent and warrant to, and agree with, the several Initial Purchasers on and as of the date hereof, each Issuer represents hereof and warrants to, and agrees with, the Initial Purchaser Closing Date (as defined in Section 3) that: (a) The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date respective date, did not, and on the Closing Date the Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except ; provided that the representations and warranties Issuers make no representation or warranty as to information contained in this paragraph (a) shall not apply to statements in or omissions omitted from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based in reliance upon and in conformity with written information relating to the Initial Purchaser Purchasers furnished to either Issuer in writing Iridium by the or on behalf of any Initial Purchaser expressly specifically for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued"Initial Purchasers' Information"). (b) Each of the Issuers and their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to ownMemorandum, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing respective date, contains all of property requires such qualificationthe information that, except where if requested by a prospective purchaser of the failure Securities, would be required to be so qualified would not (iprovided to such prospective purchaser pursuant to Rule 144A(d)(4) have a material adverse effect on under the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect")Securities Act. (c) All equity interests Assuming the accuracy of each Issuer have been duly authorized the representations and validly issued warranties of the Initial Purchasers contained in Section 2 and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are their compliance with the only subsidiaries, direct or indirect, of Holdings. Except as otherwise agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Units and Series B Notes to the Initial Purchasers and the offer, resale and delivery of the Units and Series B Notes by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, all of to register the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens Securities under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized Securities Act or to qualify the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of Indentures under the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (hd) The Series A Notes have been duly authorized andEach of Iridium, on the Closing Date, will have been validly executed Iridium Roaming LLC and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum. (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Series B Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement Iridium IP LLC has been duly authorized by Holdings and, on the Closing Date, will have been formed and is validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute existing as a limited liability company in good standing under the

Representations, Warranties and Agreements of the Issuers. As Each of the date hereof, each Issuer Issuers represents and warrants to, and agrees with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) The Preliminary Final Offering Memorandum Memorandum, as of its date date, did not, and on the Offering Memorandum does not, and any supplement or amendment to them Closing Date will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except however, that the representations and warranties Issuers make no representation or warranty as to information contained in this paragraph (a) shall not apply to statements in or omissions omitted from the Preliminary Final Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based in reliance upon and in conformity with written information relating to the Initial Purchaser furnished to either Issuer in writing the Company by or on behalf of the Initial Purchaser expressly for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued"Initial Purchaser's Information"). (b) Each The Final Offering Memorandum, as of its respective date, contains all of the Issuers information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act; and their subsidiaries listed on Schedule B hereto the Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. (eachc) Assuming the accuracy of the representations and warranties of the Initial Purchaser contained in Section 2 and its compliance with the agreements set forth therein, a it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchaser and the offer, resale and delivery of the Securities by the Initial Purchaser in the manner contemplated by this Agreement and the Final Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Significant SubsidiaryTrust Indenture Act"). (d) has The Company and each of the Subsidiaries (as defined in paragraph (e) below) have been duly organized, is incorporated and are validly existing and as corporations in good standing under the laws of its jurisdiction their respective jurisdictions of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to ownincorporation, lease and operate its properties, and is are duly qualified to do business and is are in good standing as a foreign entity authorized to do business corporations in each jurisdiction in which the nature of its business or its their respective ownership or leasing lease of property or the conduct of their respective businesses requires such qualificationqualification and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified qualify or have such power or authority would not (i) not, singularly or in the aggregate, have a material adverse effect on the businessfinancial condition, prospects, financial condition or results of operations or business prospects of Holdings the Company and its subsidiariesthe Subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect"). (ce) All equity interests As of each Issuer the dates set forth therein, the Company had the authorized, issued and outstanding capitalization as set forth in the Final Offering Memorandum under the heading "Capitalization"; all of the outstanding shares of capital stock of the Company have been duly and validly authorized and validly issued and are fully paid, paid and non-assessable and not subject to any preemptive or similar rights. (d) assessable. The entities listed on Schedule A I hereto are the only active subsidiaries, direct or and indirect, of Holdingsthe Company (collectively, the "Subsidiaries"). Except as otherwise set forth in the Offering Memorandum, all All of the outstanding equity interests shares of capital stock of each of Holdings' subsidiaries Subsidiary have been duly and validly authorized and validly issued and issued, are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiariesby the Company, free and clear of any lien, charge, encumbrance, security interest, claim, restriction upon voting or transfer or any other claim of any third party except for any such lien, encumbrance charges, encumbrances, security interests and restrictions existing under or adverse interest of any nature (each, a "Lien") except for Liens under in connection with the Amended Credit Facility; and except as set forth in the Final Offering Memorandum or incorporated therein by reference, there were no material (i) options, warrants or other rights to purchase, (ii) agreements or other obligations of the Company to issue or (iii) other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any of the Subsidiaries outstanding. (ef) Each of the Issuers has all requisite corporate power and authority to execute and deliver this Agreement, the Indenture, the Registration Rights Agreement, the Notes (in the case of the Company) and the Guarantees endorsed on the Notes (in the case of the Guarantors) and the Amended Credit Facility (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder; and all corporate action required to be taken by each of the Issuers for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly taken. (g) This Agreement has been duly authorized, executed and delivered by each Issuerof the Issuers and constitutes a valid and legally binding agreement of each of the Issuers. (fh) The Issuers have Registration Rights Agreement has been duly and validly authorized the issuance by each of the Series A Notes Issuers and, when duly executed and delivered in accordance with its terms by each of the Warrants as parties thereto, will constitute a Unitvalid and legally binding agreement of each of the Issuers, enforceable against each of the Issuers in accordance with its terms, except to the extent that (i) such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the enforce- ability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations. (gi) The Indenture has been duly authorized by Insilcoeach of the Issuers and, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been when duly executed and delivered in accordance with its terms by Insilcoeach of the parties thereto, the Indenture will be constitute a valid and legally binding agreement of Insilcoeach of the Issuers, enforceable against Insilco each of the Issuers in accordance with its terms, except as (i) to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability. On the Closing Date, the Indenture will conform (whether considered in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" a proceeding in equity or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunderat law. (hj) The Series A Notes have been duly authorized by the Company and, on the Closing Datewhen duly executed, will have been validly executed authenticated, issued and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated as provided in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreementas provided herein, the Series A Notes will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and will be valid and binding obligations of InsilcoIndenture, enforceable against the Company in accordance with their terms, except as (i) to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained (whether considered in the Offering Memoranduma proceeding in equity or at law). (ik) The Series B Guarantees to be endorsed on the Notes have been duly authorized by Insilco. When each of the Series B Guarantors and, when duly executed by each of the Guarantors and when the Notes are issuedduly executed, executed authenticated, issued and authenticated delivered as provided in accordance with the terms Indenture and paid for as provided herein, will constitute valid and legally binding obligations of each of the Exchange Offer and the Indenture, the Series B Notes will be Guarantors entitled to the benefits of the Indenture and will be the valid and binding obligations of InsilcoIndenture, enforceable against Insilco each of the Guarantors in accordance with their terms, except as (i) to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (iiwhether considered in a proceeding in equity or at law). (l) rights of acceleration The Exchange Notes have been duly authorized by the Company and, when executed, authenticated, issued and delivered as provided in the Indenture and the availability Registration Rights Agreement in exchange for the Notes, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of equitable remedies the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, re- organization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles of general applicability(whether considered in a proceeding in equity or at law). (jm) The Warrant Agreement has Guarantees to be endorsed on the Exchange Notes have been duly authorized by Holdings each of the Guarantors and, when duly executed by each of the Guarantors and when the Exchange Notes are duly executed, authenticated, issued and delivered as provided in the Indenture and the Registration Rights Agreement in exchange for the Notes, will constitute valid and legally binding obligations of each of the Guarantors entitled to the benefits of the Indenture, enforceable against each of the Guarantors in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (n) Each Transaction Document conforms in all material respects to the description thereof contained in the Final Offering Memorandum. (o) The execution, delivery and performance by each of the Issuers of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Securities and compliance by each of the Issuers with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents and the Transaction will not (i) conflict with or result in a breach or violation of any of the terms or the provisions of, or constitute a default under, or, with notice or lapse of time or both, constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Issuers pursuant to, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which any of the Issuers is a party or by which any of the Issuers is bound or to which any of the property or assets of any of the Issuers is subject or (ii) result in any violation of the provisions of (a) the charter or by- laws of any of the Issuers or (b) any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over any of the Issuers or any of their properties or assets, except, in the case of clause (i) above, for any such events which would not, singularly or in the aggregate, have a Material Adverse Effect or a material adverse effect on the ability of the Issuers to enter into each of the Transaction Documents and consummate each of the transactions contemplated thereby; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by each of the Issuers of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Securities and compliance by each of the Issuers with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents and the Transaction, except for such consents, approvals, authorizations, filings, registrations or qualifications (a) which shall have been obtained or made prior to the Closing Date, will (b) as may be required to be obtained or made under the Securities Act and applicable state securities laws as provided in the Registration Rights Agreement and (c) which would not, singularly or in the aggregate, have a Material Adverse Effect. (p) Ernst & Young LLP are independent certified public accountants with respect to the Company and its consolidated subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants ("AICPA") and its interpretations and rulings thereunder. The historical financial statements (including the related notes) contained in the Final Offering Memorandum comply in all material respects with the requirements applicable to a registration statement on Form S-1 under the Securities Act (except that certain supporting schedules are omitted); such historical financial statements have been validly executed prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby and delivered fairly present the financial position of the entities purported to be covered thereby at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated; and the financial information contained in the Final Offering Memorandum under the headings "Summary - Summary Historical and Pro Forma Financial Data for the Company," "Capitalization," "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" is derived from the accounting records of the Company and the Subsidiaries and fairly presents the information purported to be shown thereby. The pro forma financial statements contained in the Final Offering Memorandum have been prepared on a basis consistent with the historical financial statements contained in the Final Offering Memorandum (except for the pro forma adjustments specified therein), include all material adjustments to the historical financial statements required by HoldingsRule 11-02 of Regulation S-X under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to reflect the transactions described in the Final Offering Memorandum, are based on assumptions made on a reasonable basis and fairly present the historical and proposed transactions described in the Final Offering Memorandum (including the transactions contemplated by the Transaction Documents and the Transaction). When The other historical financial and statistical information and data included in the Warrant Agreement has been validly executed and deliveredFinal Offering Memorandum fairly presents, in all material respects, the Warrant Agreement will constitute theinformation purported to be shown thereby.

Representations, Warranties and Agreements of the Issuers. As The Issuers and the Guarantors represent and warrant to, and agree with, the several Initial Purchasers on and as of the date hereof, each Issuer represents and warrants to, and agrees with, the Initial Purchaser hereof that: (a) The Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date respective date, did not, and as of the date hereof the Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except ; provided that the representations Issuers and warranties the Guarantors make no representation or warranty as to information contained in this paragraph (a) shall not apply to statements in or omissions omitted from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based in reliance upon and in conformity with written information relating to the Initial Purchaser Purchasers furnished to either Issuer in writing the Company by the or on behalf of any Initial Purchaser expressly specifically for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued"Initial Purchasers' Information"). (b) Each of the Issuers Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (d) The Company and each of its subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has have been duly organized, is formed or incorporated and are validly existing and as limited liability companies, corporations or, in the case of foreign subsidiaries, similar entities under local law, as the case may be, in good standing under the laws of its jurisdiction their respective jurisdictions of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to ownformation or incorporation, lease and operate its properties, and is are duly qualified to do business and is are in good standing as a foreign entity authorized to do business limited liability companies, corporations or, in the case of foreign subsidiaries, similar entities under local law in each jurisdiction in which the nature of its business or its their respective ownership or leasing lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, reasonably be so qualified would not (i) expected to have a material adverse effect on the businesscondition (financial or otherwise), prospects, financial condition or results of operations operations, business or prospects of Holdings the Company and its subsidiaries, subsidiaries taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect"). (ce) All equity interests On a pro forma basis as of each Issuer July 3, 1999, the Company would have been duly had an authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except capitalization as otherwise set forth in the Offering Memorandum, Memorandum under the heading "Capitalization"; all of the outstanding equity interests shares of each capital stock of Holdings' subsidiaries the Company have been duly and validly authorized and validly issued and are fully paid and non-assessable; and the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum. All of the outstanding membership interests, shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued; are, in the case of capital stock or membership interests of subsidiaries organized under the laws of the United States, fully paid and non-assessable or, in the case of the membership interests of SCI LLC or any other subsidiary of the Company that is a Delaware limited liability company, are not subject to assessment by SCI LLC or such other subsidiary of the Company for additional capital contributions; and are owned by Holdings, directly or indirectly through one by the Company (other than (i) those shares of capital stock of Leshan-Phoenix Semiconductor Co., Ltd. ("Leshan") that are owned by Leshan Radio Company Ltd. and Motorola (China) Investment Ltd., (ii) shares of capital stock of Tesla Sezam, a.s. ("Tesla") that are owned by Xxxxxxx a.s. ("Terosil") and others, (iii) shares of capital stock of Terosil that are owned by Tesla and others), (iv) in the case of Motorola Philippines Inc. ("MPI"), all of the shares thereof the record holder of which is, and will be for an agreed period of time following the consummation of the Transactions, Motorola International Development Corp. ("MIDC"), as provided for in the Interim Agreement to be entered into among Motorola, Inc., MIDC, MPI and the Issuers, (v) 60% of the shares of capital stock of Amicus Realty Corporation and (vi) in the case of foreign subsidiaries, directors' qualifying shares or more subsidiariesshares required by applicable law to be held by a person other than the Issuers or a subsidiary thereof), free and clear of any lien, charge, encumbrance, security interest, claim, lien, encumbrance restriction upon voting or adverse interest transfer or any other claim of any nature third party (each, a "Lien"other than those (i) except for Liens under imposed pursuant to the Loan Documents (as defined in the Credit FacilityAgreement dated as of the date hereof among SCI LLC, as borrower, the Company, as parent, the lenders named therein, The Chase Manhattan Bank ("Chase"), as administrative agent, collateral agent and syndication agent, DLJ Capital Funding, Inc., Xxxxxx Commercial Paper Inc. and Credit Lyonnais New York Branch, as co-documentation agents, and CSI, as arranger, as amended (the "Credit Agreement")), (ii) in the case of Surface Mount Products Malaysia Sdn. Bhd. , SCG (eSMP Malaysia) This Agreement has been duly authorizedHolding Corporation, executed Motorola Semiconductor Sdn. Bhd. and delivered SCG Malaysia Holding Sdn. Bhd., imposed by each Issuerapplicable law and (iii) in the case of Amicus Realty Corporation, imposed by the By-Laws thereof. As of the date hereof, all of the membership interests of SCI LLC are held by the Company. (f) The Issuers have duly statements set forth in the Offering Memorandum under the captions "Summary--Transactions," "Transactions," "Ownership of Capital Stock" and validly authorized "Certain Relationships and Related Transactions" insofar as they purport to describe the issuance of the Series A Notes and the Warrants as documents referred to therein constitute a Unitfair summary thereof. (g) The Indenture Each of the Issuers and the Guarantors has or had, as applicable, full right, power and authority to execute and deliver, as applicable, this Agreement, the Recapitalization Agreement, as amended, the Reorganization Agreement, the Intellectual Property Agreement, the Transition Services Agreement, the Collateral Agreements, the Employee Matters Agreement, the Motorola SCI LLC Retirement Plan Transfer Agreement for the Motorola, Inc. Pension Plan dated as of May 11, 1999, the Motorola SCI LLC Retirement Plan Transfer Agreement for the Motorola, Inc. Profit Sharing and Investment Plan dated as of May 11, 1999, Contribution Agreement from Motorola by and among Motorola and the Company dated as of April 30, 1999, the Indenture, the Registration Rights Agreement, the Loan Documents and the Securities (collectively, the "Transaction Documents"), if it is a party hereto or thereto, and to perform its obligations hereunder and thereunder; all requisite action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by Insilco, and on the Closing Date, will have been validly executed taken; and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, the Indenture will be each Transaction Document constitutes a valid and binding agreement of Insilcoeach of the Issuers and the Guarantors party thereto, enforceable against Insilco each of the Issuers and the Guarantors party thereto in accordance with its terms, except as (i) to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability. On the Closing Date, the (whether considered in a proceeding in equity or at law). (h) The Indenture will conform conforms in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") applicable to an indenture which is qualified thereunder. (hi) The Series A Notes Securities have been duly authorized by each of the Issuers and the Guarantors and, on the Closing Datewhen duly executed, will have been validly executed authenticated, issued and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated as provided in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreementas provided herein, the Series A Notes will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each of the Issuers, as issuers, and each of the Guarantors, as guarantors, entitled to the benefits of the Indenture and will be valid enforceable against each of the Issuers, as issuers, and binding obligations each of Insilcothe Guarantors, enforceable as guarantors, in accordance with their terms, except as (i) to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by general equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters (whether considered in a proceeding in equity or at law). (j) Each Transaction Document conforms in all material respects to the description thereof contained in the Offering Memorandum. (ik) The Series B Notes have been duly authorized execution, delivery and performance by Insilco. When each of the Series B Notes are issuedIssuers and the Guarantors of each of the Transaction Documents to which it is a party, executed the issuance, authentication, sale and authenticated in accordance delivery of the Securities and compliance by each of the Issuers and the Guarantors with the terms thereof and the consummation of the Exchange Offer and transactions contemplated by the Indenture, the Series B Notes Transaction Documents will be entitled to the benefits not conflict with or result in a breach or violation of any of the Indenture and will be terms or provisions of, or constitute a default under, or result in the valid and binding obligations creation or imposition of Insilcoany lien, enforceable against Insilco in accordance with their termscharge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except as for such conflicts, breaches, violations, defaults, liens, charges or encumbrances that (i) do not materially interfere with the enforceability use made and proposed to be made of such property by the Company and its subsidiaries, (ii) are imposed pursuant to the Loan Documents or (iii) would not, singularly or in the aggregate, be reasonably expected to have a Material Adverse Effect nor will such actions result in any violation of the provisions of the limited liability company agreement, charter, by-laws or similar organizational documents, as applicable, of the Company or any of its subsidiaries or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by each of the Issuers and the Guarantors of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Securities and compliance by each of the Issuers and the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders, filings or registrations as may be limited by bankruptcyrequired to be obtained or made under the Securities Act and applicable state securities laws as provided in the Registration Rights Agreement and except where the failure to obtain any such consents, insolvency approvals, authorizations, orders, filings or similar laws affecting creditors' rights generally registrations would not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) PriceWaterhouseCoopers LLP ("PWC") are independent certified public accountants with respect to the Company and its subsidiaries and (ii) rights of acceleration KPMG LLP ("KPMG") are independent certified public accountants with respect to Motorola and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement has been duly authorized by Holdings and, on the Closing Date, will have been validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute theits

Representations, Warranties and Agreements of the Issuers. As of the date hereofThe Issuers represent, each Issuer represents warrant and warrants to, and agrees with, the Initial Purchaser agree that: (a) The Preliminary Offering Memorandum Issuers meet the requirements for use of Form S-3 under the Securities Act. (b) The Registration Statement conforms, and each Prospectus Supplement and any further amendments or supplements to the Registration Statement or any Prospectus Supplement will, when they become effective or are filed with the Commission, as the case may be, conform in all respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of its the applicable effective date did not, (as to the Registration Statement and any amendment thereto) and as of the Offering Memorandum does not, applicable filing date (as to each Prospectus Supplement and any supplement or amendment to them will not, thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Supplement, in light of the circumstances under which they were made) not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or any Prospectus Supplement in reliance upon and in conformity with written information furnished to the Issuers through any Underwriter specifically for inclusion therein. (c) The Registration Statement conforms , and each Prospectus Supplement and any further amendments or supplements to the Registration Statement or any Prospectus Supplement will, when they become effective or are filed with the Commission, as the case may be, conform in all respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA") and the rules and regulations thereunder. At each Delivery Date, the applicable Indenture, if any, will comply in all material respects with the requirements of the TIA and the rules and regulations thereunder. (d) The documents incorporated by reference or deemed to be incorporated in the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act, at the time they were or hereafter are filed with the Commission, complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the "Exchange Act Regulations") and, when read together and with the other information in the Prospectus, as of the Effective Date of the Registration Statement and any amendment thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Initial Purchaser furnished to either Issuer in writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued. (be) Each of the The Issuers and each of their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary"as defined in Section 14) has have been duly organized, is incorporated and are validly existing and as corporations in good standing under the laws of its jurisdiction their respective jurisdictions of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect"). (c) All equity interests of each Issuer have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except as otherwise set forth in the Offering Memorandum, all of the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (h) The Series A Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum. (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Series B Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement has been duly authorized by Holdings and, on the Closing Date, will have been validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute theincorporation,

Representations, Warranties and Agreements of the Issuers. As Each of the Issuers, jointly and severally, represent and warrant to, and agree with, the several Initial Purchasers on and as of the date hereof, each Issuer represents hereof and warrants to, and agrees with, the Initial Purchaser Closing Date (as defined in Section 3) that: (a) The Preliminary Offering Memorandum Memorandum, as of its the date did not, and the Offering Memorandum hereof does not, and any supplement or amendment to them on the Closing Date will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except ; provided that the representations and warranties Issuers make no representation or warranty as to information contained in this paragraph (a) shall not apply to statements in or omissions omitted from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based in reliance upon and in conformity with written information relating to the Initial Purchaser Purchasers furnished to either Issuer in writing Iridium by the or on behalf of any Initial Purchaser expressly specifically for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued"Initial Purchasers' Information"). (b) Each The Offering Memorandum, as of the Issuers and their subsidiaries listed on Schedule B hereto (eachdate hereof, contains all of the information that, if requested by a "Significant Subsidiary"prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect")Securities Act. (c) All equity interests Assuming the accuracy of each Issuer have been duly authorized the representations and validly issued warranties of the Initial Purchasers contained in Section 2 and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are their compliance with the only subsidiaries, direct or indirect, of Holdings. Except as otherwise agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, all of to register the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens Securities under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency Securities Act or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (h) The Series A Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum. (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Series B Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement has been duly authorized by Holdings and, on the Closing Date, will have been validly executed and delivered by Holdings. When the Warrant Agreement has been validly executed and delivered, the Warrant Agreement will constitute qualify the

Representations, Warranties and Agreements of the Issuers. As Each of the date hereofIssuers, each Issuer jointly and severally, represents and warrants to, and agrees with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) The each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date respective date, did not, and the Offering Memorandum does not, and any supplement or amendment to them on the Closing Date will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither of the Issuers makes any representation or warranty as to information contained in, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from omitted from, the Preliminary Offering Memorandum or the Offering Memorandum (in reliance upon, and in conformity with, written information furnished to such Issuer by or any supplement or amendment thereto) based upon information relating to on behalf of the Initial Purchaser furnished to either Issuer in writing by the Initial Purchaser expressly specifically for use therein. No stop order preventing therein (the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued."Initial Purchaser's Information"); (b) Each each of the Issuers and their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to ownMemorandum, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing respective date, contains all of property requires such qualificationthe information that, except where if requested by a prospective purchaser of the failure Securities, would be required to be so qualified would not (iprovided to such prospective purchaser pursuant to Rule 144A(d)(4) have a material adverse effect on under the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect").Securities Act; (c) All equity interests assuming the accuracy of each Issuer have been duly authorized the representations and validly issued warranties of the Initial Purchaser contained in Section 2 and are fully paid, non-assessable and not subject to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are its compliance with the only subsidiaries, direct or indirect, of Holdings. Except as otherwise agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchaser and the offer, resale and delivery of the Securities by the Initial Purchaser in the manner contemplated by this Agreement and the Offering Memorandum, all of to register the outstanding equity interests of each of Holdings' subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature (each, a "Lien") except for Liens Securities under the Credit Facility. (e) This Agreement has been duly authorized, executed and delivered by each Issuer. (f) The Issuers have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilco, and on the Closing Date, will have been validly executed and delivered by Insilco. When Securities Act or to qualify the Indenture has been duly executed and delivered by Insilco, the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of under the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"); (d) each of the Issuers and SFG Management Limited Liability Company, a Delaware limited liability company and the rules and regulations general partner of the Commission applicable to an indenture which is qualified thereunder. SFG (h) The Series A Notes have been duly authorized and"SFG LLC"), on the Closing Date, will have been validly executed and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandum. (i) The Series B Notes have been duly authorized by Insilco. When the Series B Notes are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Series B Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (j) The Warrant Agreement has been duly authorized by Holdings andformed or incorporated, on as the Closing Datecase may be, will have been and is validly executed existing as a limited partnership, a corporation or a limited liability company, as the case may be, in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, is duly qualified to do business and delivered by Holdings. When the Warrant Agreement has been validly executed and deliveredis in good standing as a foreign limited partnership, the Warrant Agreement will constitute a foreign corporation or a foreign limited liability company, as the

Representations, Warranties and Agreements of the Issuers. As of the date hereofThe Issuers represent, each Issuer represents warrant and warrants to, and agrees with, the Initial Purchaser agree that: (a) The Preliminary Offering Memorandum Issuers meet the requirements for use of Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations"). The Registration Statement (File No. 333-91359) was declared effective by the Commission on December 30, 1999 and the Registration Statement (File No. 333-95669) was declared effective on February 1, 2000. (b) Each Registration Statement and any amendments thereto conformed when it became effective, and each Prospectus Supplement and any further amendments or supplements to the Registration Statements or any Prospectus Supplement will when they were or are filed with the Commission, as the case may be, conform in all respects to the requirements of its date the Securities Act and the Rules and Regulations and did not, and as of the Offering Memorandum does not, applicable effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to each Prospectus Supplement and any 4 supplement or amendment to them will not, thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Supplement, in light of the circumstances under which they were made) not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from a Registration Statement or any Prospectus Supplement in reliance upon and in conformity with written information furnished to the Issuers through any Underwriter specifically for inclusion therein. (c) Each Registration Statement and any amendment thereto conformed, and each Prospectus Supplement and any further amendments or supplements to the Registration Statements or any Prospectus Supplement will, when they were or are filed with the Commission, as the case may be, conform in all respects to the requirements of the Trust Indenture Act of 1939, as amended (the "TIA") and the rules and regulations thereunder. At each Delivery Date, the applicable Indenture, if any, will comply in all material respects with the requirements of the TIA and the rules and regulations thereunder. (d) The documents incorporated by reference or deemed to be incorporated in any Prospectus or Prospectus Supplement pursuant to Item 12 of Registration Statements on Form S-3 under the Securities Act, at the time they were filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder (the "Exchange Act Regulations") and, when read together and with the other information in the Prospectus, as of the Effective Date of the Registration Statement and any amendment thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Initial Purchaser furnished to either Issuer in writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued. (be) Each of the The Issuers and their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has have been duly organized, is incorporated and are validly existing and as corporations in good standing under the laws of its jurisdiction their respective jurisdictions of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to ownincorporation, lease and operate its properties, and is are duly qualified to do business and is are in good standing as a foreign entity authorized to do business corporations in each jurisdiction in which the nature of its business or its their respective ownership or leasing lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings the Issuers, and its subsidiaries, taken as a whole have all power and authority necessary to own or (ii) hold their respective properties and to conduct the businesses in any manner draw into question the validity of any which they are engaged; and none of the Operative Documents (subsidiaries of the events referred to in clauses (i) and (ii), Company is a "Material Adverse Effect")significant subsidiary," as such term is defined in Rule 405 of the Rules and Regulations. (cf) All equity interests At each Delivery Date (as defined in Section 3), the Issuers or the Company, as applicable, will have an authorized capitalization as set forth in, or included in, the applicable Prospectus Supplement, and all of each Issuer the issued shares of capital stock of the Issuers or the Company, as applicable, have been duly and validly authorized and validly issued and issued, are fully paid, paid and non-assessable and not subject conform in all material respects to any preemptive or similar rights. (d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except as otherwise set forth description thereof contained in the Offering Memorandum, Registration Statement and Prospectus; and all of the outstanding equity interests issued shares of capital stock of each subsidiary of Holdings' subsidiaries the Issuers or the Company, as applicable, have been duly and validly authorized and validly issued and are fully paid and non-assessable and are owned by Holdings, directly or indirectly through one or more subsidiariesby the Company, free and clear of any security interestall liens, claimencumbrances, lien, encumbrance equities or adverse interest of any nature (each, a "Lien") except for Liens under the Credit Facilityclaims. (eg) If the Offered Securities include Common Stock, such shares of Common Stock to be issued and sold by the Issuers or the Company, as applicable, to the Underwriters have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein and in the applicable Terms Agreement, will be duly and validly issued, fully paid and non-assessable and the terms of such Common Stock conform in all material respects to the description thereof contained in each Prospectus Supplement or contained in or incorporated by reference in the Prospectus. (h) This Agreement has been duly authorized, executed and delivered by the Issuers or the Company, as applicable, and upon execution and delivery of each Issuer. (f) The Terms Agreement by the Issuers or the Company, as applicable, such Terms Agreement shall have duly and validly authorized the issuance of the Series A Notes and the Warrants as a Unit. (g) The Indenture has been duly authorized by Insilcoauthorized, and on the Closing Date, will have been validly executed and delivered by Insilco. When the Indenture has been duly executed and delivered by Insilco, Issuers or the Indenture will be a valid and binding agreement of Insilco, enforceable against Insilco in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939Company, as amended (the "TIA" or "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. (h) The Series A Notes have been duly authorized and, on the Closing Date, will have been validly executed and delivered by Insilco. When the Series A Notes have been issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchaser in accordance with the terms of this Agreement, the Series A Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of Insilco, enforceable in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. On the Closing Date, the Series A Notes will conform as to legal matters to the description thereof contained in the Offering Memorandumapplicable. (i) The Series B Notes execution, delivery and performance of this Agreement and each Terms Agreement by the Issuers or the Company, as applicable, and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuers or the Company, as applicable, or any of its subsidiaries is a party or by which the Issuers or the Company, as applicable, or any of their subsidiaries is bound or to which any of the property or assets of the Issuers or the Company, as applicable, or any of their subsidiaries is subject, except where such a breach, violation or default would not have been duly authorized by Insilco. When a material adverse effect on the Series B Notes are issuedbusiness, executed financial condition or results of operations of the Issuers, nor will such actions result in any violation of the provisions of the charter or by-laws of the Issuers or the Company, as applicable, or any of their subsidiaries, nor will such actions result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuers or Company, as applicable, or any of their subsidiaries or any of their properties or assets, except where such a violation would not have a material adverse effect on the business, financial condition or results of operations of the Issuers; and authenticated except for the registration of the Offered Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state 6 or foreign securities laws in accordance connection with the terms purchase and distribution of the Exchange Offer Offered Securities by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the applicable Terms Agreement by the Issuers or the Company, as applicable, and the Indenture, the Series B Notes will be entitled to the benefits consummation of the Indenture transactions contemplated hereby and will be the valid and binding obligations of Insilco, enforceable against Insilco in accordance with their terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicabilitythereby. (j) The Warrant Agreement There are no contracts, agreements or understandings between the Issuers or the Company, as applicable, and any person granting such person the right (other than rights which have been waived or satisfied) to require the Issuers or the Company, as applicable, to file a registration statement under the Securities Act with respect to any securities of the Issuers or the Company, as applicable owned or to be owned by such person or to require the Issuers or the Company, as applicable, to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Issuers or the Company, as applicable, under the Securities Act. (k) Except as described in each Prospectus Supplement, the Issuers or the Company, as applicable, have not and will not have as of any Delivery Date sold or issued any shares of Common Stock or Debt Securities during the six-month period preceding the date of such Prospectus Supplement, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. (l) None of the Issuers or the Company, as applicable, or any of their subsidiaries has been duly authorized sustained, since the date of the latest financial statements included or incorporated by Holdings reference in each Prospectus or subsequent Prospectus Supplement, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in each Prospectus Supplement; and, on since such date, there has not been any change in the Closing Datecapital stock or long-term debt of the Issuers or the Company, will have been validly executed as applicable, or any of their subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Issuers or the Company, as applicable, and delivered their subsidiaries, otherwise than as set forth or contemplated in the Prospectus or each Prospectus Supplement. (m) The historical and pro forma financial statements (including the related notes and supporting schedules) filed as part of the Registration Statement or included in, or incorporated by Holdings. When the Warrant Agreement has been validly executed and deliveredreference in, the Warrant Agreement will constitute theeach Prospectus or