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EXHIBIT 10.9
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this "Agreement"), dated as of July
15, 1992 by and between Motorola Inc., a Delaware corporation ("Motorola") and
Iridium, Inc., a Delaware corporation ("Iridium").
WHEREAS, Iridium is a company formed to own and operate the
space and system control segments of the IRIDIUM system;
WHEREAS, Iridium requires certain administrative, legal,
financial and other services in order to conduct its business and Motorola has
provided, and has agreed to provide, certain of these services to Iridium;
AND WHEREAS, Motorola and Iridium wish to memorialize their
agreements as to the services provided, and to be provided, to Iridium and the
payments to be made by Iridium to Motorola for such services;
NOW THEREFORE, in consideration of the mutual covenants
contained herein, Motorola and Iridium hereby agree as follows:
1. Legal and Financial Advisors.
(a) Prior to the date hereof, Motorola:
(1) Retained Xxxxxxx, Xxxxx & Co. ("GS&Co") to
act as Iridium's financial advisor in
connection with offerings of its debt and
equity securities.
(2) Retained Xxxxxxxx & Xxxxx ("K&E") to act as
Iridium's legal advisor in connection with
offerings of its debt and equity securities.
(3) Retained Steptoe & Xxxxxxx ("S&J") to
represent interest of the Iridium system
before the Federal Communications Commission
and other agencies of the United States
government.
(4) Retained Xxxxxxxx, Xxxxx & Xxxxxxxx ("F.&H")
to represent the interest of the Iridium
system before the Federal Communications
Commission and other agencies of the United
States government.
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(b) Iridium hereby ratifies and approves Motorola's retention
of GS&Co, K&E, S&J and F.&H for such purposes and agrees to reimburse Motorola
on demand for the fees, expenses and other charges of GS&Co, K&E, S&J and F.&H
in connection with services performed on Iridium's behalf.
2. Consultants. If an officer of Iridium asks Motorola to
retain a third party consulting organization to provide services to Iridium,
(i) Motorola shall retain such organization for such purpose and (ii) Iridium
shall reimburse Motorola on demand for the fees, expenses and other charges of
such organization in connection with services performed on Iridium's behalf.
3. Motorola Employees.
(a) As of October 1, 1991 (or, in certain cases, as of later
dates), Motorola has seconded the Motorola employees listed on Exhibit A
hereto (each a "Seconded Employee") to act as officers and employees of
Iridium. If Motorola and Iridium so agree in writing, additional employees of
Motorola shall become Seconded Employees.
(b) Iridium shall reimburse Motorola on demand for the
compensation, benefits and out-of-pocket expenses of each Seconded Employee
from the date such Seconded Employee is seconded to Iridium until the date on
which either (i) such Seconded Employee ceases to act as an officer or employee
of Iridium for whatever reason or (ii) such Seconded Employee resigns his or
her employment with Motorola and becomes an employee of Iridium.
(c) If Iridium and Motorola agree that employees of Motorola
other than Seconded Employees shall provide services to Iridium, Iridium shall
reimburse Motorola on demand for the compensation, benefits and out-of-pocket
expenses of such employees for the periods during which such employees provide
services to Iridium.
(d) Iridium shall also reimburse Motorola on demand for the
compensation, benefits and out-of-pocket expenses paid or incurred by Motorola
for each Iridium employee, including those Iridium employees listed on Exhibit
B hereto as "Other Employees".
4. Books and Records. Motorola shall (i) keep full and
adequate books of accounts and records reflecting all transactions and matters
covered by this Agreement in accordance with its normal accounting practices
and principles and (ii) make such books and records available to Iridium at all
reasonable times for inspection and copying.
5. Independent Contractor. In providing services
hereunder, Motorola shall act solely as an independent contractor. Nothing
herein shall create a partnership, joint
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venture or relationship of principal and agent between Motorola and Iridium.
Notwithstanding any other provision hereof, the business and affairs of
Iridium shall at all times be conducted by or under the direction of its board
of directors.
6. Access. Iridium shall provide Motorola such access to its
properties as is necessary or desirable for Motorola to provide the services
contemplated by this Agreement.
7. Termination. Either party shall have the right to
terminate this Agreement upon 60 days written notice to the other party and
Motorola shall have the right to terminate this Agreement at any time when
Motorola owns less than half of Iridium's then outstanding voting securities;
provided, however, that Iridium's obligation to pay Motorola for services
rendered prior to the termination of this Agreement under paragraphs 1, 2 and 3
hereof will survive the termination of this Agreement.
8. Successors and Assigns. Iridium shall not assign this
Agreement without the prior written consent of Motorola. All covenants and
agreements contained in this Agreement by or on behalf of either of the parties
hereto shall bind the respective successors and assigns of such parties and
shall inure to the benefit of the permitted successors and assigns of such
parties, whether so expressed or not.
9. Notices. All notices and other communications provided
for in this Agreement shall be delivered and sent by first class mail (postage
paid, return receipt requested) to Motorola at:
Motorola, Inc.
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile: 000-000-0000
Attention: Law Department
or at such other address as Motorola shall have furnished to Iridium and to
Iridium, at:
Iridium, Inc.
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Facsimile: 000-000-0000
Attention: President
or at such other address as Iridium shall have furnished to Motorola.
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10. Governing Law. This Agreement will be governed by the
laws of the State of Illinois without giving effect to any choice of law
provision or rule that would cause the application of the laws of any other
jurisdiction.
11. Amendments and Waivers. This Agreement may be amended
and the observance of any provision hereof may be waived (either generally or
in particular instances and either retroactively or prospectively) only with
the written consent of Motorola and Iridium.
12. Entire Agreement. This Agreement constitutes the entire
agreement between Motorola and Iridium regarding the subject matter hereof and
supersedes any understandings, agreements, or representations by such parties,
written or oral, made at any time prior to the date hereof that relate to the
subject matter hereof.
13. Descriptive Headings. The descriptive headings in this
Agreement are inserted for convenience only and are not part of this Agreement.
14. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
MOTOROLA, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Its: Corporate Vice President and General
Manager
IRIDIUM, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: President and Chief Operating Officer
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EXHIBIT A TO
SUPPORT AGREEMENT
SECONDED EMPLOYEES
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxxxxxx
Xxxxxxxx Xxxxxxx
Xxx Xxxxxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxx Xxxxxxx
Xxxxx Xxxxxxx
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EXHIBIT B TO
SUPPORT AGREEMENT
OTHER EMPLOYEES
Xxxxxxx English
Xxxxxx Xxxxxxxxxx
Xxxxxx Podraczky
Xxxx Xxxxxxxx
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AMENDMENT NO. 1 TO SUPPORT AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT is dated as
of July 26, 1993 and is by and between Iridium, Inc., a Delaware corporation
("Iridium"), and Motorola, Inc., a Delaware corporation ("Motorola").
WHEREAS, the parties hereto are parties to a Support Agreement
dated as of July 15, 1992 (the "Support Agreement") pursuant to which, among
other things, Motorola and Iridium memorialized their agreements as to the
services provided, and to be provided, to Iridium and the payments to be made
by Iridium to Motorola for such services;
WHEREAS, the initial offering of Iridium stock to investors
pursuant to the Stock Purchase Agreement dated as of July 19, 1993 (the "Stock
Purchase Agreement") is scheduled to close on July 29, 1993 and the parties
wish to amend the Support Agreement in connection with such closing;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments to Support Agreement. The Support
Agreement is hereby amended as follows:
1.1 Paragraph 1 of the Support Agreement is hereby
amended to add the following at the end thereof:
"(c) In addition to retaining the foregoing advisors,
Motorola has or will retain legal counsel in countries other
than the United States for the purpose of obtaining advice
with respect to the potential participation of non-United
States companies in Iridium's offering of equity securities
and Iridium hereby ratifies and approves Motorola's retention
of such legal counsel for such purposes and agrees to
reimburse Motorola on demand for the fees, expenses and other
charges of such counsel in connection with services performed
by them at Motorola's or its counsel's request in such regard,
regardless of whether companies from the countries with
respect to which such advice is sought actually participate in
Iridium's offering of equity securities."
1.2 Paragraph 6 of the Support Agreement is hereby
amended to add the following at the end thereof:
"Iridium shall also indemnify and hold Motorola harmless from
and against (I) any liability arising out of claims that
Motorola has liabilities or
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obligations to any employee of Iridium, as a co-employer or
otherwise (except with respect to claims arising out of
periods during which such employee was a direct employee of
Motorola) and (ii) any liability arising out of claims by
others that Motorola has liabilities or obligations to them
arising out of the acts, omissions or status of any employee
of Iridium (except with respect to claims arising out of
periods during which such employee was a direct employee of
Motorola and not seconded to Iridium pursuant to this
Agreement) or of any employee of Motorola who has been
seconded to Iridium (only with respect to claims arising out
of periods during which such employee was seconded to
Iridium)."
1.3 Paragraph 7 of the Support Agreement is hereby
amended to read in its entirety as follows:
"7. Access; Post-Closing Cooperation. Iridium shall
provide Motorola such access to its properties as is necessary
or desirable for Motorola to provide the services contemplated
by this Agreement. Iridium and Motorola agree that each of
the Seconded Employees and such Iridium personnel as Iridium
deems appropriate may continue to be employees of Motorola for
a transition period after the Closing (as defined in the Stock
Purchase Agreement dated as of July 19, 1993 to which Iridium,
Motorola and certain investors in Iridium are a party (the
"Stock Purchase Agreement")) of between two weeks and nine
months after the Closing and Iridium and Motorola shall
cooperate in this regard and agree that paragraph 3 hereof
shall apply with respect to such Seconded Employees and such
other Iridium personnel. In addition, in recognition of the
fact that Motorola will likely become a Covering investor (as
defined in the Stock Purchase Agreement), Iridium hereby
agrees to fully cooperate with Motorola, at Iridium's sole
cost and expense, in Motorola's effort to sell any Iridium
shares that Motorola purchases as a Covering investor and to
assign any and all rights and obligations associated with such
shares. Such cooperation shall include, without limitation,
(i) assisting Motorola in preparing written and oral
disclosures to prospective purchasers of such shares of
information relating to Iridium and its business, (ii) having
Iridium personnel meet with prospective purchasers and make
presentations to them regarding Iridium and its business,
(iii) providing Motorola with access to Iridium's books and
records and (iv) cooperating with Motorola in the production
and execution of documents required or advisable in Motorola's
judgment to consummate a transfer of Iridium shares by
Motorola to any such purchaser. Iridium shall also indemnify
defend and hold harmless Motorola and its directors, officers,
employees and agents from and against the entirety of any
losses, claims, damages, liabilities and expenses asserted
against or imposed upon or
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incurred by any of them arising out of, based upon or caused
by any untrue or alleged untrue statement of material fact
contained in any disclosures or written information provided
by or on behalf of Iridium of the kind described in the
foregoing sentence or any omission or alleged omission of a
material fact required to be stated in any of such disclosures
or written information or necessary to make the statements
therein not misleading."
1.4 Paragraph 8 of the Support Agreement is
hereby amended to delete the phrase "paragraph 6 hereof" therein and
replace it with the phrase "paragraphs 6 and 7 hereof".
2. No Further Effect. Each of the parties hereto hereby
ratifies and confirms all of its liabilities and obligations under the Support
Agreement and agrees that the Support Agreement continues in full force and
effect as modified in this Amendment. All references in the Support Agreement
to "this Agreement" shall be deemed to refer to the Support Agreement as
amended by this Amendment.
3. Counterparts. This Amendment may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
IRIDIUM, INC.
By: /s/ XXXXXXX X. XXXXX
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Its: President and Chief
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Operating Officer
MOTOROLA, INC.
By:
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Its:
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