CREDIT AGREEMENT Dated as of August 21, 1996

1
EXHIBIT 10.15
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[EXECUTION COUNTERPART]

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IRIDIUM LLC

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CREDIT AGREEMENT

Dated as of August 21, 1996

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$750,000,000

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CHASE SECURITIES INC.
and
BZW, a division of BARCLAYS BANK PLC,
as Global Arrangers,

THE CHASE MANHATTAN BANK,
as Administrative Agent

and

BARCLAYS BANK PLC,
as Documentation Agent

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TABLE OF CONTENTS

This Table of Contents is not part of the Agreement to which
it is attached but is inserted for convenience of reference only.

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Section 1. Definitions and Accounting Matters . . . . . . . . . . . . . . . . . . . . . 1
1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . 15
1.03 Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 2. Commitments, Loans, Revolving Credit Notes and
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.01 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.02 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.03 Changes of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.04 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.05 Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.06 Several Obligations; Remedies Independent . . . . . . . . . . . . . . . . . 17
2.07 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.08 Prepayments and Conversions or Continuations of
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 3. Payments of Principal and Interest . . . . . . . . . . . . . . . . . . . . . 19
3.01 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.02 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 4. Payments; Pro Rata Treatment; Computations; Etc. . . . . . . . . . . . . . . 20
4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.03 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.04 Minimum Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.05 Certain Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.06 Non-Receipt of Funds by the Administrative Agent . . . . . . . . . . . . . . 23
4.07 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 5. Yield Protection, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.01 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.02 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . 28
5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.04 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . 29
5.05 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.06 U.S. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.07 Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.01 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.02 Initial and Subsequent Loans . . . . . . . . . . . . . . . . . . . . . . . . 35

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Section 7. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 36
7.01 Legal Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.02 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.05 Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.06 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.07 Use of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.10 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.11 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . 39
7.12 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.13 Subsidiaries and Certain Investments . . . . . . . . . . . . . . . . . . . . 39
7.14 True and Complete Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 39

Section 8. Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.01 Financial Statements Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.02 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.03 Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.04 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.05 Prohibition of Fundamental Changes . . . . . . . . . . . . . . . . . . . . . 45
8.06 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.07 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.08 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.09 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.10 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.11 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . 49
8.12 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.13 Certain Obligations Respecting Subsidiaries . . . . . . . . . . . . . . . . 50
8.14 Modifications of LLC Agreement . . . . . . . . . . . . . . . . . . . . . . . 50

Section 9. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Section 10. The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.01 Appointment, Powers and Immunities . . . . . . . . . . . . . . . . . . . . 55
10.02 Reliance by the Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.04 Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.06 Non-Reliance on the Agents and Other Lenders . . . . . . . . . . . . . . . 58
10.07 Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.08 Resignation or Removal of the Agents . . . . . . . . . . . . . . . . . . . 59
10.09 Consents under Other Credit Documents . . . . . . . . . . . . . . . . . . . 60

Section 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.01 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.03 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.05 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . 62

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11.06 Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . 62
11.07 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.08 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.10 Governing Law; Submission to Jurisdiction . . . . . . . . . . . . . . . . . 65
11.11 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.12 Treatment of Certain Information;
Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

SCHEDULES

SCHEDULE I - Commitments
SCHEDULE II - Applicable Lending Offices & Addresses for
Notices
SCHEDULE III - Litigation
SCHEDULE IV - LLC Membership Interests & Equity Rights
SCHEDULE V - Investments
SCHEDULE VI - Indebtedness

EXHIBITS

EXHIBIT A - Form of Revolving Credit Note
EXHIBIT B - Form of Motorola Guarantee Agreement
EXHIBIT C - Form of Opinion of Counsel to
the Company
EXHIBIT D-1 - Form of Opinion of Counsel to Motorola, Inc.
EXHIBIT D-2 - Form of Opinion of Special New York Counsel to
Motorola, Inc.
EXHIBIT E - Form of Opinion of Special New York
Counsel to the Global Arrangers
EXHIBIT F - Form of Assignment and Acceptance
EXHIBIT G - Form of Confidentiality Agreement

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CREDIT AGREEMENT dated as of August 21, 1996, among:

IRIDIUM LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
(the "Company"; references herein to the Company relating to any time
prior to July 29, 1996 being references to Iridium, Inc., a Delaware
corporation and predecessor of Iridium LLC);

each of the lenders that is a signatory hereto
identified under the caption "LENDERS" on the signature pages hereto
and each lender that becomes a "Lender" after the date hereof pursuant
to Section 11.06(b) hereof (individually, a "Lender" and,
collectively, the "Lenders");

CHASE SECURITIES INC. and BZW, a division of
BARCLAYS BANK PLC ("BZW"), each in its capacity as arranger in respect
of this Agreement (each in such capacity, together with its successors
in such capacity, a "Global Arranger" and, collectively, the "Global
Arrangers");

THE CHASE MANHATTAN BANK, as administrative agent
for the Lenders (in such capacity, together with its successors in
such capacity, the "Administrative Agent"); and

BARCLAYS BANK PLC, as documentation agent for the
Lenders (in such capacity, together with its successors in such
capacity, the "Documentation Agent").

The Company has requested that the Lenders make
revolving credit loans to it in an aggregate principal amount not exceeding
$750,000,000 at any one time outstanding and the Lenders are prepared to make
such loans upon the terms and conditions hereof. Accordingly, the parties
hereto agree as follows:

Section 1. Definitions and Accounting Matters.

1.01 Certain Defined Terms. As used herein, the
following terms shall have the following meanings (all terms defined in this
Section 1.01 or in other provisions of this Agreement in the singular to have
the same meanings when used in the plural and vice versa):

"Affiliate" shall mean any Person that directly or
indirectly controls, or is under common control with, or is controlled by, the
Company. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction

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of management or policies (whether through ownership of securities or
partnership or other equity interests, by contract or otherwise), provided
that, in any event, any Person that owns directly or indirectly securities
having 10% or more of the voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
equity interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control such corporation or other Person.
Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely
by reason of his or her being a director, officer or employee of the Company or
any of its Subsidiaries and (b) none of the Subsidiaries of the Company shall
be Affiliates of the Company.

"Agents" shall mean the Administrative Agent and the
Documentation Agent.

"Aggregate Projected Loan Amount" shall mean, as of
the date of determination thereof, the sum of: (a) the aggregate principal
amount of the Loans outstanding (including any Loans requested to be made) as
of such date (less any prepayments made on such date); (b) accrued and unpaid
interest on the Loans for the period to but excluding such date (less the
amount of any interest payments made on such date); (c) accrued and unpaid
commitment fees for the period to but excluding such date; (d) interest on the
Loans outstanding (including any Loans requested to be made) on such date
calculated (i) in the case of each Base Rate Loan, for the period from and
including such date to but excluding the next succeeding Base Rate Continuation
Date which is at least 30 days thereafter (assuming no change in the Base Rate
during such period) and (ii) in the case of each Eurodollar Loan, for the
period from and including such date to but excluding the last day of the then
current Interest Period for such Eurodollar Loan (or, in the case of any
Eurodollar Loan requested to be made on such date, the Interest Period selected
by the Company for such Loan); and (e) commitment fees calculated in accordance
with Section 2.04 hereof on the aggregate unused amount of the Commitments
(determined on and as of such date after giving effect to any Loans requested
to be made on such date) for the period from and including such date to but
excluding the next Quarterly Date which occurs at least 30 days after such date
of determination.

"Applicable Lending Office" shall mean, for each
Lender and for each Type of Loan, the "Lending Office" of such Lender (or of an
affiliate of such Lender) designated for such Type of Loan on Schedule II
hereto or such other office of such Lender (or of an affiliate of such Lender)
as such Lender may from time

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to time specify to the Administrative Agent and the Company as the office by
which its Loans of such Type are to be made and maintained.

"Applicable Margin" shall mean 0.25% per annum.

"Assignment and Acceptance" shall mean an Assignment
and Acceptance substantially in the form of Exhibit F hereto, duly completed
and executed.

"Barclays" shall mean Barclays Bank PLC.

"Base Rate" shall mean, for any day, a rate per
annum equal to the higher of (a) the Federal Funds Rate for such day plus 1/2
of 1% and (b) the Prime Rate for such day. Each change in any interest rate
provided for herein based upon the Base Rate resulting from a change in the
Base Rate shall take effect at the time of such change in the Base Rate.

"Base Rate Continuation Date" shall mean, with
respect to any Base Rate Loan, the date (if any) which is 30 days after the
date such Base Rate Loan is made or Converted from a Eurodollar Loan or (in the
event of an existing Base Rate Loan) the last day of the preceding 30-day
period.

"Base Rate Loans" shall mean Loans that bear
interest at rates based upon the Base Rate.

"Basle Accord" shall mean the proposals for
risk-based capital framework described by the Basle Committee on Banking
Regulations and Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time to time or any
replacement thereof.

"Business Day" shall mean any day (a) on which
commercial banks are not authorized or required to close in New York City and
(b) if such day relates to a borrowing of, a payment or prepayment of principal
of or interest on, a Conversion of or into, or an Interest Period for, a
Eurodollar Loan or a notice by the Company with respect to any such borrowing,
payment, prepayment, Conversion or Interest Period, that is also a day on which
dealings in Dollar deposits are carried out in the London interbank market.

"BZW" shall mean BZW, a division of Barclays Bank
PLC.

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"Capital Lease Obligations" shall mean, for any
Person, all obligations of such Person to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) Property to the extent
such obligations are required to be classified and accounted for as a capital
lease on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

"Chase" shall mean The Chase Manhattan Bank.

"Closing Date" shall mean the date upon which the
conditions precedent to effectiveness specified in Section 6.01 hereof are
satisfied or waived.

"Commitment" shall mean, as to each Lender, the
obligation of such Lender to make Loans in an aggregate principal amount at any
one time outstanding up to but not exceeding the amount set opposite the name
of such Lender on Schedule I hereto or, in the case of a Person that becomes a
Lender pursuant to an assignment permitted under Section 11.06(b) hereof, as
specified in the respective Assignment and Acceptance or other instrument of
assignment pursuant to which such assignment is effected (as the same may be
reduced at any time or from time to time pursuant to Section 2.03 hereof).

"Commitment Termination Date" shall mean the earlier
of (a) August 21, 1998 (or, if such date does not fall on a day that is a
Business day, the next succeeding Business Day) and (b) the date on which any
Permanent Financing shall become effective and the initial borrowing thereunder
shall occur.

"Company Default" shall mean any Event of Default
under clauses (a) through (e), (g) and (h) of Section 9 hereof (but, in the
case of clauses (g) and (h), only with respect to the Company or any Subsidiary
of the Company which is subject to said clause (g) or (h)) or any event which
with notice or lapse of time or both would become such an Event of Default.

"Continue", "Continuation" and "Continued" shall
refer to the continuation pursuant to Section 2.08 hereof of a Eurodollar Loan
from one Interest Period to the next Interest Period.

"Convert", "Conversion" and "Converted" shall refer
to a conversion pursuant to Section 2.08 hereof of one Type of Loan into
another Type of Loan, which may be accompanied by the

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transfer by a Lender (at its sole discretion) of a Loan from one Applicable
Lending Office to another.

"Credit Documents" shall mean, collectively, this
Agreement, the Revolving Credit Notes and the Motorola Guarantee Agreement.

"Credit Party" shall mean the Company or Motorola.

"Default" shall mean an Event of Default or an event
that with notice or lapse of time or both would become an Event of Default.

"Dollars" and "$" shall mean lawful money of the
United States of America.

"Environmental Laws" shall mean any and all present
and future U.S. Federal, state, local and foreign laws, rules or regulations,
and any orders or decrees, in each case as now or hereafter in effect, relating
to the regulation or protection of the environment or to emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals or toxic
or hazardous substances or wastes into the indoor or outdoor environment,
including, without limitation, ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals or toxic or hazardous
substances or wastes.

"Equity Rights" shall mean, with respect to any
Person, any subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including, without limitation, any stockholders' or
voting trust agreements) for the issuance, sale, registration or voting of, or
securities convertible into, any additional shares of equity interests of any
type or class of such Person.

"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

"ERISA Affiliate" of any Person shall mean any
corporation or trade or business that is a member of any group of organizations
(i) described in Section 414(b) or (c) of the U.S. Tax Code of which such
Person is a member and (ii) solely for purposes of potential liability under
Section 302(c)(11) of ERISA and Section 412(c)(11) of the U.S. Tax Code and the
lien created under Section 302(f) of ERISA and Section 412(n) of the U.S. Tax

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Code, described in Section 414(m) or (o) of the U.S. Tax Code of which such
Person is a member.

"Eurodollar Base Rate" shall mean, with respect to
any Eurodollar Loan for any Interest Period therefor, the arithmetic mean
(rounded upwards, if necessary, to the nearest 1/16 of 1%), as determined by
the Administrative Agent, of the rates per annum quoted by the respective
Reference Banks at approximately 11:00 a.m. London time (or as soon thereafter
as practicable) on the date two Business Days prior to the first day of such
Interest Period for the offering by the respective Reference Banks to leading
banks in the London interbank market of Dollar deposits having a term
comparable to such Interest Period and in an amount comparable to the principal
amount of the Eurodollar Loan to be made by the respective Reference Banks for
such Interest Period, provided that, if any Reference Bank shall cease to make
such offers, the Eurodollar Base Rate shall be based, for such Reference Bank
for any Interest Period, on the rate per annum (rounded upwards, if necessary,
to the nearest 1/16 of 1%) reported on the date two Business Days prior to the
first day of such Interest Period on Telerate Access Service Page 3750 (British
Bankers Association Settlement Rate) as the London Interbank Offered Rate for
Dollar deposits having a term comparable to such Interest Period and in an
amount of $1,000,000 or more (or, if said Page shall cease to be publicly
available or if the information contained on said Page, in the reasonable
judgment of such Reference Bank, shall cease to accurately reflect such London
Interbank Offered Rate, the Eurodollar Base Rate shall be based on the rate
reported by any publicly available source of similar market data selected by
such Reference Bank that, in the reasonable judgment of such Reference Bank,
accurately reflects such London Interbank Offered Rate). If any Reference Bank
is not participating in any Eurodollar Loans during any Interest Period
therefor, the Eurodollar Base Rate for such Loans for such Interest Period
shall, except as otherwise provided in the immediately preceding sentence, be
determined by reference to the amount of such Loans that such Reference Bank
would have made or had outstanding had it been participating in such Loan
during such Interest Period.

"Eurodollar Loans" shall mean Loans that bear
interest at rates based on rates referred to in the definition of "Eurodollar
Base Rate" in this Section 1.01.

"Eurodollar Rate" shall mean, for any Eurodollar
Loan for any Interest Period therefor, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent
to be equal to the Eurodollar Base Rate

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for such Loan for such Interest Period divided by 1 minus the Reserve
Requirement (if any) for such Loan for such Interest Period.

"Events of Default" shall have the meaning assigned
to such term in Section 9 hereof.

"Federal Funds Rate" shall mean, for any day, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if
such rate is not so published for any Business Day, the Federal Funds Rate for
such Business Day shall be the average rate charged to Chase on such Business
Day on such transactions as determined by the Administrative Agent.

"GAAP" shall mean generally accepted accounting
principles applied on a basis consistent with those that, in accordance with
the last sentence of Section 1.02(a) hereof, are to be used in making the
calculations for purposes of determining compliance with this Agreement.

"Governmental Approval" shall mean any permit,
license, variance, certification, no-action letter, clearance, exemption or
other approval issued or granted by any Governmental Authority.

"Governmental Authority" shall mean any nation or
government, any state, province, territory or other political subdivision
thereof, any central bank or other equivalent entity and any other agency,
body, department, bureau, authority, instrumentality or other entity exercising
executive, legislative, judicial, regulatory, monetary, taxing or
administrative functions of or pertaining to government.

"Guarantee" shall mean a guarantee, an endorsement,
a contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or a guarantee of the payment of dividends or other

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distributions upon the stock or equity interests of any Person, or an agreement
to purchase, sell or lease (as lessee or lessor) Property, products, materials,
supplies or services primarily for the purpose of enabling a debtor to make
payment of such debtor's obligations or an agreement to assure a creditor
against loss, and including, without limitation, causing a bank or other
financial institution to issue a letter of credit or other similar instrument
for the benefit of another Person, but excluding endorsements for collection or
deposit in the ordinary course of business. The terms "Guarantee" and
"Guaranteed" used as a verb shall have a correlative meaning.

"Indebtedness" shall mean, for any Person (without
duplication): (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, the issuance and sale of debt securities or
the sale of Property to another Person subject to an understanding or
agreement, contingent or otherwise, to repurchase such Property from such
Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 180 days of the date the respective goods are delivered or the
respective services are rendered; (c) Indebtedness of others secured by a Lien
on the Property of such Person, whether or not the respective Indebtedness so
secured has been assumed by such Person; (d) obligations of such Person in
respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) all obligations of such Person to purchase,
redeem, retire, defease or otherwise make any payment in respect of any
Redeemable Equity Interests of such Person (which obligations shall be valued
at the greater of the voluntary and involuntary liquidation preference thereof
plus accrued and unpaid dividends which are required to be paid upon such
purchase, redemption, retirement or defeasance); and (g) Indebtedness of others
Guaranteed by such Person.

"Information Memorandum" shall mean the Confidential
Information Memorandum dated June, 1996 with respect to the credit facilities
provided under this Agreement.

"Interest Period" shall mean, with respect to any
Eurodollar Loan, each period commencing on the date such Eurodollar Loan is
made or Converted from a Base Rate Loan or (in the event of a Continuation) the
last day of the next preceding Interest Period for such Loan and ending on the
numerically

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corresponding day in the first, second, third or sixth calendar month
thereafter, as the Company may select as provided in Section 4.05 hereof,
except that each Interest Period that commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month. Notwithstanding the
foregoing: (i) if any Interest Period would otherwise end after the Commitment
Termination Date, such Interest Period shall end on the Commitment Termination
Date; (ii) each Interest Period that would otherwise end on a day that is not a
Business Day shall end on the next succeeding Business Day (or, if such next
succeeding Business Day falls in the next succeeding calendar month, on the
next preceding Business Day); and (iii) notwithstanding clause (i) above, no
Interest Period shall have a duration of less than one month and, if the
Interest Period for any Eurodollar Loan would otherwise be a shorter period,
such Interest Period shall not be available hereunder.

"Interest Rate Protection Agreement" shall mean, for
any Person, an interest rate swap, cap or collar agreement or similar
arrangement between such Person and one or more financial institutions
providing for the transfer or mitigation of interest rate risks either
generally or under specific contingencies.

"Investment" shall mean, for any Person: (a) the
acquisition (whether for cash, Property, services or securities or otherwise)
of bonds, notes, debentures, equity interests of any type or class or other
securities of any other Person or any agreement to make any such acquisition
(including, without limitation, any "short sale" or any sale of any securities
at a time when such securities are not owned by the Person entering into such
sale); (b) the making of any deposit with, or advance, loan or other extension
of credit to, any other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such Property to such Person), but excluding any such deposit, advance,
loan or extension of credit having a term not exceeding 180 days arising in
connection with the sale of inventory, services or supplies by such Person in
the ordinary course of business; (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Interest Rate
Protection Agreement.

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"Lien" shall mean, with respect to any Property, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such Property. For purposes of this Agreement, a Person shall be
deemed to own subject to a Lien any Property that it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.

"LLC Agreement" shall mean the Limited Liability
Company Agreement entered into by the members of the Company, dated as of July
29, 1996, pursuant to which the Company is organized, as the same shall be
amended and otherwise modified and in effect from time to time.

"Loans" shall mean the loans provided for in Section
2.01 hereof, which may be Base Rate Loans and/or Eurodollar Loans.

"Majority Lenders" shall mean Lenders having more
than 50% of the aggregate amount of the Commitments or, if the Commitments
shall have terminated, Lenders holding more than 50% of the aggregate unpaid
principal amount of the Loans.

"Margin Stock" shall mean "margin stock" within the
meaning of Regulations G, T, U and X.

"Material Adverse Effect" shall mean a material
adverse effect on (a) the financial condition of the Company and its
Subsidiaries taken as a whole or (b) the validity or enforceability against the
Company or Motorola of any of the Credit Documents if, in the case of any of
the foregoing, it could reasonably be likely to have an adverse effect on the
likelihood of the payment of the principal of or interest on the Loans or other
amounts payable in connection therewith, taking into account the Motorola
Guarantee Agreement.

"Motorola" shall mean Motorola, Inc., a Delaware
corporation.

"Motorola Default" shall mean any Event of Default
under clauses (f) through (n) of Section 9 hereof (but, in the case of clauses
(g) and (h), only with respect to Motorola or any of the Motorola Domestic
Subsidiaries) or any event which with notice or lapse of time or both would
become such an Event of Default.

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"Motorola Domestic Subsidiaries" shall have the
meaning assigned to such term in the Motorola Guarantee Agreement.

"Motorola Guarantee Agreement" shall mean the
Guarantee Agreement substantially in the form of Exhibit B hereto between
Motorola and the Administrative Agent, as the same shall be modified and
supplemented and in effect from time to time.

"Motorola's Net Worth" shall have the meaning
assigned to such term in Section 9(k) hereof.

"Multiemployer Plan" of any Person shall mean a
multiemployer plan defined as such in Section 3(37) of ERISA to which
contributions have been made by such Person or any ERISA Affiliate of such
Person and that is covered by Title IV of ERISA.

"PBGC" shall mean the Pension Benefit Guaranty
Corporation or any entity succeeding to any or all of its functions under
ERISA.

"Permanent Financing" shall mean a credit facility
for the Company arranged by the Global Arrangers in an aggregate principal
amount of not less than $2,000,000,000 for the purpose of financing the Project
(including, without limitation, refinancing Indebtedness of the Company
hereunder).

"Permitted Investments" shall mean: (a) direct
obligations of the United States of America, or of any agency thereof, or
obligations guaranteed as to principal and interest by the United States of
America, or of any agency thereof, in either case maturing not more than 180
days from the date of acquisition thereof; (b) certificates of deposit issued
by, bankers' acceptances created by, or time deposits with, any bank or trust
company organized under the laws of the United States of America or any state
thereof, or any other country that is a member of the Organization for Economic
Cooperation and Development, and (in each case) having capital, surplus and
undivided profits of at least $500,000,000, maturing not more than 180 days
from the date of acquisition thereof; (c) commercial paper rated (on the date
of acquisition thereof by the Company) A-1 or better or P-1 by Standard &
Poor's Ratings Services or Xxxxx'x Investors Service, Inc., respectively,
maturing not more than 180 days from the date of acquisition thereof; (d)
Interest Rate Protection Agreements entered into by the Company with one or
more counterparties to protect itself from fluctuations in floating interest
rates with respect to Indebtedness hereunder and other Indebtedness permitted
pursuant

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to Section 8.07 hereof; (e) repurchase agreements with any financial
institution having capital, surplus and undivided profits of at least
$100,000,000, which repurchase agreements are fully collateralized by
obligations of the type described in clause (a) above; and (f) any mutual or
similar fund investing exclusively in Permitted Investments of the type
described in clauses (a), (b) and (c) above.

"Person" shall mean any individual, corporation,
company, voluntary association, partnership, limited liability company, joint
venture, trust, unincorporated organization or Governmental Authority.

"Plan" of any Person shall mean an employee benefit
or other plan established or maintained by such Person or any ERISA Affiliate
of such Person and that is covered by Title IV of ERISA, other than a
Multiemployer Plan.

"Post-Default Rate" shall mean a rate per annum
equal to 2% plus the Base Rate as in effect from time to time, provided that,
with respect to principal of a Eurodollar Loan that shall become due (whether
at stated maturity, by acceleration, by prepayment or otherwise) on a day other
than the last day of the Interest Period therefor, the "Post-Default Rate"
shall be, for the period from and including such due date to but excluding the
last day of such Interest Period, 2% plus the interest rate for such Loan as
provided in Section 3.02(b) hereof and, thereafter, the rate provided for above
in this definition.

"Prime Rate" shall mean the rate of interest from
time to time announced by Chase at its principal office in New York, New York
as its prime commercial lending rate.

"Project" shall mean the IRIDIUM(R) global wireless
communications system and all systems, Property and businesses and activities
related thereto.

"Property" shall mean any right or interest in or to
property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible.

"Quarterly Dates" shall mean the last Business Day
of March, June, September and December in each year, the first of which shall
be the first such day after the date hereof.

"Redeemable Equity Interest" shall mean any
preferred stock or other equity interest of any Person that (a) such Person has
committed to redeem at a fixed or determinable date or dates

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prior to the Commitment Termination Date, whether by operation of a sinking
fund or otherwise, or upon the occurrence of a condition not solely within the
control of such issuer or (b) is redeemable on any date prior to the Commitment
Termination Date at the option of the holder thereof.

"Reference Banks" shall mean Chase, Barclays and
such other Lender or Lenders (if any) designated as such by the Global
Arrangers from time to time (or their respective Applicable Lending Offices, as
the case may be).

"Regulations A, D, G, T, U and X" shall mean,
respectively, Regulations A, D, G, T, U and X of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

"Regulatory Change" shall mean, with respect to any
Lender, any change after the date hereof in U.S. Federal, state or foreign law
or regulations (including, without limitation, Regulation D) or the adoption or
making after such date of any interpretation, directive or request applying to
a class of banks including such Lender of or under any U.S. Federal, state or
foreign law or regulations (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful) by any court or
Governmental Authority charged with the interpretation or administration
thereof.

"Reserve Requirement" shall mean, for any Interest
Period for any Eurodollar Loan, the average maximum rate at which reserves
(including, without limitation, any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D by member banks of the Federal Reserve System in New York City
with deposits exceeding one billion Dollars against "Eurocurrency liabilities"
(as such term is used in Regulation D). Without limiting the effect of the
foregoing, the Reserve Requirement shall include any other reserves required to
be maintained by such member banks by reason of any Regulatory Change with
respect to (i) any category of liabilities that includes deposits by reference
to which the Eurodollar Base Rate is to be determined as provided in the
definition of "Eurodollar Base Rate" in this Section 1.01 or (ii) any category
of extensions of credit or other assets that includes Eurodollar Loans.

"Restricted Payment" shall mean (a) dividends (in
cash, Property or obligations) on, or other payments or distributions on
account of, or the setting apart of money for a sinking or

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other analogous fund for, or the purchase, redemption, retirement or other
acquisition of, any equity interest of the Company or of any warrants, options
or other rights to acquire the same (or any payments to any Person, such as
"phantom stock" payments, where the amount thereof is calculated with reference
to the fair market or equity value of the Company or any of its Subsidiaries),
but excluding any dividend payable solely in equity interests of the Company
(other than Redeemable Equity Interests), and (b) payments in respect of
Indebtedness permitted under Section 8.07(f) hereof.

"Revolving Credit Notes" shall mean the promissory
notes provided for by Section 2.07 hereof and all promissory notes delivered in
substitution or exchange therefor, in each case as the same shall be modified
and supplemented and in effect from time to time.

"Subsidiary" shall mean, with respect to any Person,
any corporation, partnership, limited liability company or other entity of
which at least a majority of the securities or other equity interests having by
the terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time securities or other equity interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person.

"Type" shall have the meaning assigned to such term
in Section 1.03 hereof.

"U.S. Bankruptcy Code" shall mean the United States
Federal Bankruptcy Code of 1978, as amended from time to time.

"U.S. Tax Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.

"Wholly Owned Subsidiary" shall mean, with respect
to any Person, any corporation, partnership, limited liability company or other
entity of which all of the equity interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or

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by such Person and one or more Wholly Owned Subsidiaries of such Person.

1.02 Accounting Terms and Determinations.

(a) Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Administrative Agent or the Lenders hereunder shall (unless
otherwise disclosed to the Administrative Agent or the Lenders in writing at
the time of delivery thereof in the manner described in paragraph (b) below) be
prepared, in accordance with generally accepted accounting principles applied
on a basis consistent with those used in the preparation of the latest
financial statements furnished to the Administrative Agent or the Lenders
hereunder (which, prior to the delivery of the first financial statements under
Section 8.01 hereof, shall mean the audited financial statements as at December
31, 1995 referred to in Section 7.02 hereof). All calculations made for the
purposes of determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made by application of generally
accepted accounting principles applied on a basis consistent with those used in
the preparation of the latest annual or quarterly financial statements
furnished to the Administrative Agent or the Lenders pursuant to Section 8.01
hereof (or, prior to the delivery of the first financial statements under
Section 8.01 hereof, used in the preparation of the audited financial
statements as at December 31, 1995 referred to in Section 7.02 hereof) unless
(i) the Company shall have objected to determining such compliance on such
basis at the time of delivery of such financial statements or (ii) the Majority
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made
(which, if objection is made in respect of the first financial statements
delivered under Section 8.01 hereof, shall mean the audited financial
statements as at December 31, 1995 referred to in Section 7.02 hereof).

(b) The Company shall deliver to the Administrative
Agent (for distribution to the Lenders) at the same time as the delivery of any
annual or quarterly financial statement under Section 8.01 hereof (i) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation

Credit Agreement
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of the next preceding annual or quarterly financial statements as to which no
objection has been made in accordance with the last sentence of subsection (a)
above and (ii) reasonable estimates of the difference between such statements
arising as a consequence thereof.

(c) The Company will not change the last day of its
fiscal year from December 31 of each year, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and
September 30 of each year, respectively.

1.03 Types of Loans. Loans hereunder are
distinguished by "Type". The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan or a Eurodollar Loan, each of which constitutes a Type.

Section 2. Commitments, Loans, Revolving Credit
Notes and Prepayments.

2.01 Loans. Each Lender severally agrees, on the
terms and conditions of this Agreement, to make loans to the Company in Dollars
during the period from and including the Closing Date to but not including the
Commitment Termination Date in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of the Commitment of such Lender
as in effect from time to time. Subject to the terms and conditions of this
Agreement, during such period the Company may borrow, repay and reborrow the
amount of the Commitments by means of Base Rate Loans and Eurodollar Loans and
may Convert Loans of one Type into Loans of another Type (as provided in
Section 2.08 hereof) or Continue Loans of one Type as Loans of the same Type
(as provided in Section 2.08 hereof); provided that no more than six separate
Interest Periods in respect of Eurodollar Loans from each Lender may be
outstanding at any one time.

2.02 Borrowings. The Company shall give the
Administrative Agent notice of each borrowing hereunder as provided in Section
4.05 hereof. Not later than 1:00 p.m. New York time on the date specified for
each borrowing hereunder, each Lender shall make available the amount of the
Loan or Loans to be made by it on such date to the Administrative Agent, at an
account in New York, New York specified by the Administrative Agent, in
immediately available funds, for account of the Company. The amount so
received by the Administrative Agent shall, subject to the terms and conditions
of this Agreement, be made available to the Company by depositing the same, in
immediately available funds, in an account of the Company

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designated by the Company and maintained with Chase in New York, New York.

2.03 Changes of Commitments.

(a) The aggregate amount of the Commitments shall
be automatically reduced to zero on the Commitment Termination Date.

(b) The Company shall have the right at any time or
from time to time (i) so long as no Loans are outstanding, to terminate the
Commitments and (ii) to reduce the aggregate unused amount of the Commitments;
provided that (x) the Company shall give notice of each such termination or
reduction as provided in Section 4.05 hereof and (y) each partial reduction
shall be in an aggregate amount at least equal to $25,000,000 (or a larger
multiple of $1,000,000).

2.04 Commitment Fee. The Company shall pay to the
Administrative Agent for account of each Lender a commitment fee on the daily
average unused amount of such Lender's Commitment, for the period from and
including the Closing Date to but not including the earlier of the date such
Commitment is terminated and the Commitment Termination Date, at a rate per
annum equal to 0.10%. Accrued commitment fee shall be payable on each
Quarterly Date and on the earlier of the date the Commitments are terminated
and the Commitment Termination Date.

2.05 Lending Offices. The Loans of each Type made
by each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type.

2.06 Several Obligations; Remedies Independent.
The failure of any Lender to make any Loan to be made by it on the date
specified therefor shall not relieve any other Lender of its obligation to make
its Loan on such date, but neither any Lender nor any Agent shall be
responsible for the failure of any other Lender to make a Loan to be made by
such other Lender, and (except as otherwise provided in Section 4.06 hereof) no
Lender shall have any obligation to either Agent or any other Lender for the
failure by such Lender to make any Loan required to be made by such Lender.
The amounts payable by the Company at any time hereunder and under the
Revolving Credit Notes to each Lender shall be a separate and independent debt
and each Lender shall be entitled to protect and enforce its rights arising out
of this Agreement and the Revolving Credit Notes, and it shall not be

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necessary for any other Lender or any Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

2.07 Revolving Credit Notes.

(a) The Loans made by each Lender shall be
evidenced by a single promissory note of the Company substantially in the form
of Exhibit A hereto, dated the date hereof, payable to such Lender in a
principal amount equal to the amount of its Commitment as originally in effect
and otherwise duly completed.

(b) The date, amount, Type, interest rate and
duration of Interest Period (if applicable) of each Loan made by each Lender to
the Company, and each payment made on account of the principal thereof, shall
be recorded by such Lender on its books and, prior to any transfer of the
Revolving Credit Note held by it, endorsed by such Lender on the schedule
attached to such Revolving Credit Note or any continuation thereof; provided
that the failure of such Lender to make any such recordation or endorsement
shall not affect the obligations of the Company to make a payment when due of
any amount owing hereunder or under such Revolving Credit Note in respect of
the Loans.

(c) No Lender shall be entitled to have its
Revolving Credit Note substituted or exchanged for any reason, or subdivided
for promissory notes of lesser denominations, except in connection with a
permitted assignment of all or any portion of such Lender's Commitment, Loans
and Revolving Credit Note pursuant to Section 11.06 hereof (and, if requested
by any Lender, the Company agrees to so exchange any Revolving Credit Note).

2.08 Prepayments and Conversions or Continuations
of Loans.

(a) Subject to Section 4.04 hereof, the Company
shall have the right to prepay Loans, or to Convert Loans of one Type into
Loans of another Type or Continue Loans of one Type as Loans of the same Type,
at any time or from time to time, provided that: (i) the Company shall give
the Administrative Agent notice of each such prepayment, Conversion or
Continuation as provided in Section 4.05 hereof (and, upon the date specified
in any such notice of prepayment, the amount to be prepaid shall become due and
payable hereunder), which notice shall, in the case of each Conversion or
Continuation, be accompanied by the certificate specified in said Section 4.05;
and (ii) any prepayment of or Conversion of any Eurodollar Loan on a day other
than the last

Credit Agreement
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- 19 -

day of an Interest Period for such Loan shall be subject to Section 5.05
hereof. Notwithstanding the foregoing, and without limiting the rights and
remedies of the Lenders under Section 9 hereof, in the event that any Event of
Default shall have occurred and be continuing, the Administrative Agent may
(and at the request of the Majority Lenders shall) suspend the right of the
Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as
a Eurodollar Loan, in which event all Loans shall be Converted (on the last
day(s) of the respective Interest Periods therefor) or Continued, as the case
may be, as Base Rate Loans.

(b) In the event that (i) on the date of any
borrowing, Conversion or Continuation (after giving effect thereto) or on any
Base Rate Continuation Date the Aggregate Projected Loan Amount determined as
of such date shall exceed $745,000,000 and (ii) such Aggregate Projected Loan
Amount shall not be reduced to or below $745,000,000 within three Business Days
after such date, the Company shall immediately prepay in full all of the Loans,
together with accrued interest thereon and all other amounts payable by the
Company hereunder and under the Revolving Credit Notes and the Commitments
shall automatically be terminated.

Section 3. Payments of Principal and Interest.

3.01 Repayment of Loans. The Company hereby
promises to pay to the Administrative Agent for account of each Lender the
entire outstanding principal amount of such Lender's Loans, and each Loan shall
mature, on the Commitment Termination Date.

3.02 Interest. The Company hereby promises to pay
to the Administrative Agent for account of each Lender interest on the unpaid
principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

(a) during such periods as such Loan is a Base Rate
Loan, the Base Rate (as in effect from time to time) and

(b) during such periods as such Loan is a
Eurodollar Loan, for each Interest Period relating thereto, the
Eurodollar Rate for such Loan for such Interest Period plus the
Applicable Margin.

Notwithstanding the foregoing, the Company hereby promises to pay to the
Administrative Agent for account of each Lender interest

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24
- 20 -

at the applicable Post-Default Rate on any principal of any Loan made by such
Lender and on any other amount payable by the Company hereunder or under the
Revolving Credit Note held by such Lender to or for account of such Lender,
that shall not be paid in full when due (whether at stated maturity, by
acceleration or otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full. Accrued interest
on each Loan shall be payable (i) in the case of a Base Rate Loan, quarterly on
the Quarterly Dates, (ii) in the case of a Eurodollar Loan, on the last day of
each Interest Period therefor and, if such Interest Period is longer than three
months, at three-month intervals following the first day of such Interest
Period, and (iii) in the case of any Loan, upon the payment or prepayment
thereof or the Conversion of such Loan to a Loan of another Type (but only on
the principal amount so paid, prepaid or Converted), except that interest
payable at the Post-Default Rate on any past due amount shall be payable from
time to time on demand. Promptly after the determination of any interest rate
provided for herein or any change therein, the Administrative Agent shall give
notice thereof to the Lenders to which such interest is payable and to the
Company.

Section 4. Payments; Pro Rata Treatment;
Computations; Etc.

4.01 Payments.

(a) Except to the extent otherwise provided herein,
all payments of principal, interest and other amounts to be made by the Company
under this Agreement and the Revolving Credit Notes shall be made to the
Administrative Agent at an account in New York, New York specified by the
Administrative Agent in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, not later than 1:00 p.m. New York time on
the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next
succeeding Business Day).

(b) Any Lender for whose account any such payment
is to be made may (but shall not be obligated to) debit the amount of any such
payment that is not made by such time to any ordinary deposit account of the
Company with such Lender (with notice to the Company and the Administrative
Agent).

(c) The Company shall, at the time of making each
payment under this Agreement or any Revolving Credit Note for account of any
Lender, specify to the Administrative Agent (which

Credit Agreement
25
- 21 -

shall so notify the intended recipient(s) thereof) the Loans or other amounts
payable by the Company hereunder to which such payment is to be applied (and in
the event that the Company fails to so specify, or if an Event of Default has
occurred and is continuing, the Administrative Agent may distribute such
payment to the Lenders for application in such manner as it or the Majority
Lenders, subject to Section 4.02 hereof, may determine to be appropriate).

(d) Each payment received by the Administrative
Agent under this Agreement or any Revolving Credit Note for account of any
Lender shall be paid by the Administrative Agent promptly to such Lender, in
immediately available funds, for account of such Lender's Applicable Lending
Office for the Loan or other obligation in respect of which such payment is
made.

(e) If the due date of any payment under this
Agreement or any Revolving Credit Note would otherwise fall on a day that is
not a Business Day, such date shall be extended to the next succeeding Business
Day, and interest shall be payable for any principal so extended for the period
of such extension.

4.02 Pro Rata Treatment. Except to the extent
otherwise provided herein: (a) each borrowing from the Lenders under Section
2.01 hereof shall be made from the Lenders, each payment of commitment fee
under Section 2.04 hereof shall be made for account of the Lenders, and each
termination or reduction of the amount of the Commitments under Section 2.03
hereof shall be applied to the respective Commitments of the Lenders, pro rata
according to the amounts of their respective Commitments; (b) except as
otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same
Interest Period shall be allocated pro rata among the Lenders according to the
amounts of their respective Commitments (in the case of the making of Loans) or
their respective Loans (in the case of Conversions and Continuations of Loans);
(c) each payment or prepayment of principal of Loans by the Company shall be
made for account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loans held by them; and (d) each payment of
interest on Loans by the Company shall be made for account of the Lenders pro
rata in accordance with the amounts of interest on such Loans then due and
payable to the respective Lenders.

4.03 Computations. Interest on Eurodollar Loans
and commitment fee shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable and interest on Base Rate Loans shall
be computed on the basis of

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a year of 365 or 366 days, as the case may be, and actual days elapsed
(including the first day but excluding the last day) occurring in the period
for which payable. Notwithstanding the foregoing, for each day that the Base
Rate is calculated by reference to the Federal Funds Rate, interest on Base
Rate Loans shall be computed on the basis of a year of 360 days and actual days
elapsed.

4.04 Minimum Amounts. Except for Conversions or
prepayments made pursuant to Section 5.04 hereof, each borrowing, Conversion,
Continuation and partial prepayment of principal of Loans shall be in an
aggregate amount at least equal to $10,000,000 or a larger multiple of
$1,000,000 (borrowings, Conversions, Continuations or prepayments of or into
Loans of different Types or, in the case of Eurodollar Loans, having different
Interest Periods at the same time hereunder to be deemed separate borrowings,
Conversions, Conversions and prepayments for purposes of the foregoing, one for
each Type or Interest Period), provided that the aggregate principal amount of
Eurodollar Loans having the same Interest Period shall be in an amount at least
equal to $20,000,000 or a larger multiple of $5,000,000 and, if any Eurodollar
Loans would otherwise be in a lesser principal amount for any period, such
Loans shall be Base Rate Loans during such period.

4.05 Certain Notices. Notices by the Company to
the Administrative Agent of terminations or reductions of the Commitments and
of borrowings, Conversions, Continuations and optional prepayments of Loans, of
Types of Loans and of the duration of Interest Periods shall be irrevocable and
shall be effective only if received by the Administrative Agent not later than
10:00 a.m. New York time on the number of Business Days prior to the date of
the relevant termination, reduction, borrowing, Conversion, Continuation or
prepayment or the first day of such Interest Period specified below:

Number of
Business
Notice Days Prior
------ ----------

Termination or reduction
of Commitments 3

Borrowing or prepayment of,
or Conversions into,
Base Rate Loans same day

Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans 3

Credit Agreement

27
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Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the Loans to be
borrowed, Converted, Continued or prepaid and the amount (subject to Section
4.04 hereof) and Type of each Loan to be borrowed, Converted, Continued or
prepaid and the date of borrowing, Conversion, Continuation or optional
prepayment (which shall be a Business Day), and each such notice of borrowing,
Conversion or Continuation, as the case may be, shall be accompanied by a
certificate of the Company setting forth in reasonable detail the calculation
of the Aggregate Projected Loan Amount as of the date of such borrowing,
Conversion or Continuation, as the case may be. Each such notice of the
duration of an Interest Period shall specify the Loans to which such Interest
Period is to relate. The Administrative Agent shall promptly notify the
Lenders of the contents of each notice referred to in this Section 4.05. In the
event that the Company fails to select the Type of Loan, or the duration of any
Interest Period for any Eurodollar Loan, within the time period and otherwise
as provided in this Section 4.05, such Loan (if outstanding as a Eurodollar
Loan) will be automatically Converted into a Base Rate Loan on the last day of
the then current Interest Period for such Loan or (if outstanding as a Base
Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base
Rate Loan. In addition, not later than 10:00 a.m. New York time on each Base
Rate Continuation Date the Company shall deliver to the Administrative Agent a
certificate of the Company setting forth in reasonable detail the calculation
of the Aggregate Projected Loan Amount as of such date.

4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Company (the
"Payor") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Company) a payment to the
Administrative Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "Required Payment"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made

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available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment,
the Administrative Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:

(i) if the Required Payment shall represent a payment to be
made by the Company to the Lenders, the Company and the recipient(s)
shall each be obligated retroactively to the Advance Date to pay
interest in respect of the Required Payment at the Post-Default Rate
(without duplication of the obligation of the Company under Section
3.02 hereof to pay interest on the Required Payment at the
Post-Default Rate), it being understood that the return by the
recipient(s) of the Required Payment to the Administrative Agent shall
not limit such obligation of the Company under said Section 3.02 to
pay interest at the Post-Default Rate in respect of the Required
Payment; and

(ii) if the Required Payment shall represent proceeds of a
Loan to be made by a Lender to the Company, the Payor and the Company
shall each be obligated retroactively to the Advance Date to pay
interest in respect of the Required Payment pursuant to whichever of
the rates specified in Section 3.02 hereof is applicable to the Type
of such Loan, it being understood that the return by the Company of
the Required Payment to the Administrative Agent shall not limit any
claim the Company may have against the Payor in respect of such
Required Payment.

4.07 Sharing of Payments, Etc.

(a) The Company agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option (to the fullest
extent permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for
the credit or account of the Company at any of its offices,

Credit Agreement
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in Dollars or in any other currency, against any principal of or interest on
any of such Lender's Loans or any other amount payable to such Lender
hereunder, that is not paid when due (regardless of whether such deposit or
other indebtedness is then due to the Company), in which case it shall promptly
notify the Company and the Administrative Agent thereof, provided that such
Lender's failure to give such notice shall not affect the validity thereof.

(b) If any Lender shall obtain from the Company payment of
any principal of or interest on any Loan owing to it or payment of any other
amount under this Agreement or any other Credit Document through the exercise
of any right of set-off, banker's lien or counterclaim or similar right or
otherwise (other than from the Administrative Agent as provided herein), and,
as a result of such payment, such Lender shall have received a greater
percentage of the principal of or interest on the Loans or such other amounts
then due hereunder or thereunder by the Company to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans or such other amounts, respectively,
owing to such other Lenders (or in interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses that may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.

(c) The Company agrees that any Lender so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as
fully as if such Lender were a direct holder of Loans or other amounts (as the
case may be) owing to such Lender in the amount of such participation (and the
Company's obligations will be reduced accordingly).

(d) Nothing contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Company. If, under any applicable
bankruptcy, insolvency

Credit Agreement
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or other similar law, any Lender receives a secured claim in lieu of a set-off
to which this Section 4.07 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 4.07 to
share in the benefits of any recovery on such secured claim.

Section 5. Yield Protection, Etc.

5.01 Additional Costs.

(a) The Company shall pay directly to each Lender from time
to time such amounts as such Lender may determine to be necessary to compensate
such Lender for any costs that such Lender determines are attributable to its
making or maintaining of any Eurodollar Loans or its obligation to make any
Eurodollar Loans hereunder, or any reduction in any amount receivable by such
Lender hereunder in respect of any of such Loans or such obligation, resulting
from any Regulatory Change that:

(i) shall subject any Lender (or its Applicable Lending
Office for any of such Loans) to any tax, duty or other charge in
respect of such Loans or its Revolving Credit Note or change the basis
of taxation of any amounts payable to such Lender under this Agreement
or its Revolving Credit Note in respect of any of such Loans
(excluding changes in the taxation of the overall net income of such
Lender or of such Applicable Lending Office by the jurisdiction in
which such Lender has its principal office or such Applicable Lending
Office), provided that this Section 5.01(a)(i) shall not apply to any
amounts excluded pursuant to the proviso to Section 5.06(a) hereof; or

(ii) imposes or modifies any reserve, special deposit or
similar requirements (other than the Reserve Requirement utilized in
the determination of the Eurodollar Rate for such Loan) relating to
any extensions of credit or other assets of, or any deposits with or
other liabilities of, such Lender (including, without limitation, any
of such Loans or any deposits referred to in the definition of
"Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of
such Lender (including, without limitation, the Commitment of such
Lender hereunder); or

(iii) imposes any other condition affecting this Agreement
or its Revolving Credit Note (or any of such extensions of credit or
liabilities) or its Commitment.

Credit Agreement
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If any Lender requests compensation from the Company under this Section
5.01(a), the Company may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

(b) Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Company shall pay directly
to each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
the bank holding company of which such Lender is a subsidiary) for any costs
that it determines are attributable to the maintenance by such Lender (or any
Applicable Lending Office or such bank holding company), pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful) of any court or Governmental Authority (i) following any Regulatory
Change or (ii) implementing any risk-based capital guideline or other
requirement (whether or not having the force of law and whether or not the
failure to comply therewith would be unlawful) hereafter issued by any
Governmental Authority implementing at the national level the Basle Accord, of
capital in respect of its Commitment or Loans (such compensation to include,
without limitation, an amount equal to any reduction of the rate of return on
assets or equity of such Lender (or any Applicable Lending Office or such bank
holding company) to a level below that which such Lender (or any Applicable
Lending Office or such bank holding company) could have achieved but for such
law, regulation, interpretation, directive or request).

(c) Each Lender shall notify the Company of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in
any event within 45 days, after such Lender obtains actual knowledge thereof;
provided that (i) if any Lender fails to give such notice within 45 days after
it obtains actual knowledge of such an event, such Lender shall, with respect
to compensation payable pursuant to this Section 5.01 in respect of any costs
resulting from such event, only be entitled to payment under this Section 5.01
for costs incurred from and after the date 45 days prior to the date that such
Lender does give such notice and (ii) each Lender will

Credit Agreement
32
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designate a different Applicable Lending Office for the Loans of such Lender
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender, except that such Lender shall have
no obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender will furnish to the Company a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect
of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of
the effect of capital maintained pursuant to paragraph (b) of this Section
5.01, on its costs or rate of return of maintaining Loans or its obligation to
make Loans, or on amounts receivable by it in respect of Loans, and of the
amounts required to compensate such Lender under this Section 5.01, shall be
conclusive, provided that such determinations and allocations are made on a
reasonable basis.

5.02 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any
Eurodollar Base Rate for any Interest Period:

(a) the Administrative Agent determines, which determination
shall be conclusive, that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining
rates of interest for Eurodollar Loans as provided herein; or

(b) the Majority Lenders determine, which determination shall
be conclusive, and notify the Administrative Agent that the relevant
rates of interest referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof upon the basis of which the rate of
interest for Eurodollar Loans for such Interest Period is to be
determined are not likely adequately to cover the cost to such Lenders
of making or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Company and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Company

Credit Agreement
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shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.08 hereof.

5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder (and, in the sole opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Company thereof (with a copy to the Administrative
Agent) and such Lender's obligation to make or Continue, or to Convert Loans of
any other Type into, Eurodollar Loans shall be suspended until such time as
such Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 5.04 hereof shall be applicable).

5.04 Treatment of Affected Loans. If the obligation of any
Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03
hereof, such Lender's Eurodollar Loans shall be automatically Converted into
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion resulting from a circumstance
described in Section 5.03 hereof, on such earlier date as such Lender may
specify to the Company with a copy to the Administrative Agent) and, unless and
until such Lender gives notice as provided below that the circumstances
specified in Section 5.01 or 5.03 hereof that gave rise to such Conversion no
longer exist:

(a) to the extent that such Lender's Eurodollar Loans have
been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender's Eurodollar Loans shall be
applied instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by
such Lender as Eurodollar Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would
otherwise be Converted into Eurodollar Loans shall remain as Base Rate
Loans.

If such Lender gives notice to the Company with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of

Credit Agreement
34
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such Lender's Eurodollar Loans pursuant to this Section 5.04 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Eurodollar Loans made by other Lenders are outstanding,
such Lender's Base Rate Loans shall be automatically Converted, on the first
day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Base Rate and Eurodollar Loans are allocated among the Lenders ratably (as
to principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.

5.05 Compensation. The Company shall pay to the
Administrative Agent for account of each Lender, upon the request of such
Lender through the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss (other than lost profit), cost or expense that such Lender reasonably
determines is attributable to:

(a) any payment, prepayment or Conversion of a Eurodollar
Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to Section 9
hereof) on a date other than the last day of the Interest Period for
such Loan; or

(b) any failure by the Company for any reason (including,
without limitation, the failure of any of the conditions precedent
specified in Section 6 hereof to be satisfied) to borrow a Eurodollar
Loan from such Lender on the date for such borrowing specified in the
relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein (but excluding the Applicable Margin, if any) over (ii) the amount
of interest that otherwise would have accrued on such principal amount at a
rate per annum equal to the interest component of the amount such Lender would
have bid in the London interbank market for Dollar deposits of leading banks in
amounts

Credit Agreement
35
- 31 -

comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender), or if such Lender shall cease
to make such bids, the equivalent rate, as reasonably determined by such
Lender, derived from Telerate Access Service Page 3750 (British Bankers
Association Settlement Rate) or other publicly available source as described in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof).

5.06 U.S. Taxes.

(a) The Company agrees to pay to each Lender that is not a
U.S. Person such additional amounts as are necessary in order that the net
payment of any amount due to such non-U.S. Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such
payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.
Person), will not be less than the amount stated herein to be then due and
payable, provided that the foregoing obligation to pay such additional amounts
shall not apply:

(i) to any payment to any Lender hereunder unless such
Lender is, on the date hereof (or on the date it becomes a Lender
hereunder as provided in Section 11.06(b) hereof) and on the date of
any change in the Applicable Lending Office of such Lender, entitled
to submit either a Form 1001 (relating to such Lender and entitling it
to a complete exemption from withholding on all interest to be
received by it hereunder in respect of the Loans) or Form 4224
(relating to all interest to be received by such Lender hereunder in
respect of the Loans), or

(ii) to any U.S. Taxes to the extent imposed by reason of the
failure by such non-U.S. Person to comply with applicable
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of America of such non-U.S. Person
if such compliance is required by statute or regulation of the United
States of America as a precondition to reduction of or relief or
exemption from such U.S. Taxes.

For the purposes of this Section 5.06(a), (A) "U.S. Person" shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to U.S. Federal income taxation regardless of the source of its income,

Credit Agreement
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(B) "U.S. Taxes" shall mean any present or future tax, assessment or other
charge or levy imposed by or on behalf of the United States of America or any
taxing authority thereof or therein, (C) "Form 1001" shall mean Form 1001
(Ownership, Exemption, or Reduced Rate Certificate) of the Department of the
Treasury of the United States of America and (D) "Form 4224" shall mean Form
4224 (Exemption from Withholding of Tax on Income Effectively Connected with
the Conduct of a Trade or Business in the United States) of the Department of
the Treasury of the United States of America (or in relation to either such
Form such successor and related forms as may from time to time be adopted by
the relevant taxing authorities of the United States of America to document a
claim to which such Form relates). Each of the Forms referred to in the
foregoing clauses (C) and (D) shall include such successor and related forms as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates.

(b) Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the Company shall deliver to the Administrative Agent for delivery to such
non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).

5.07 Replacement of Lenders. If any Lender requests
compensation pursuant to Section 5.01 or 5.06 hereof, or any Lender's
obligation to make or Continue, or to Convert Loans of any Type into, the other
Type of Loan shall be suspended pursuant to Section 5.01 or 5.03 hereof (any
such Lender requesting such compensation, or whose obligations are so
suspended, being herein called a "Requesting Lender"), the Company, upon three
Business Days' notice, may require that such Requesting Lender transfer all of
its right, title and interest under this Agreement and such Requesting Lender's
Revolving Credit Note to any bank or other financial institution (a "Proposed
Lender") identified by the Company that is satisfactory to the Administrative
Agent (i) if such Proposed Lender agrees to assume all of the obligations of
such Requesting Lender hereunder, and to purchase all of such Requesting
Lender's Loans hereunder for consideration equal to the aggregate outstanding
principal amount of such Requesting Lender's Loans, together with interest
accrued thereon to the date of such purchase, and satisfactory arrangements are
made for payment to such Requesting Lender of all other amounts payable
hereunder to such Requesting Lender on or prior to the date of such transfer
(including any fees accrued hereunder and

Credit Agreement
37
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any amounts that would be payable under Section 5 hereof as if all of such
Requesting Lender's Loans were being prepaid in full on such date) and (ii) if
such Requesting Lender has requested compensation pursuant to Section 5.01 or
5.06 hereof, such Proposed Lender's aggregate requested compensation, if any,
pursuant to said Section 5.01 or 5.06 with respect to such Requesting Lender's
Loans is lower than that of the Requesting Lender. Subject to the provisions
of Section 11.06(b) hereof, such Proposed Lender shall be a "Lender" for all
purposes hereunder. Without prejudice to the survival of any other agreement
of the Company hereunder the agreements of the Company contained in Sections
5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such
Requesting Lender by the Company or the Proposed Lender) shall survive for the
benefit of such Requesting Lender under this Section 5.07 with respect to the
time prior to such replacement.

Section 6. Conditions Precedent.

6.01 Effectiveness. The effectiveness of this Agreement is
subject to the conditions precedent that the Agents shall have received the
following documents, each of which shall be satisfactory to the Agents (and to
the extent specified below, to the Lenders) in form and substance:

(a) Charter Documents. Certified copies of the LLC Agreement
and of the certificate of incorporation and by-laws of Motorola, and
of all corporate or other authority for each Credit Party (including,
without limitation, board of directors resolutions and evidence of the
incumbency, including specimen signatures, of officers) with respect
to the execution, delivery and performance of such of the Credit
Documents to which each Credit Party is intended to be a party and
each other document to be delivered by such Credit Party from time to
time in connection herewith or therewith and the Loans hereunder (and
each Agent and each Lender may conclusively rely on such certificate
until it receives notice in writing from the respective Credit Party
to the contrary).

(b) Revolving Credit Notes. A Revolving Credit Note, duly
completed and executed for each Lender.

(c) Motorola Guarantee Agreement. The Motorola Guarantee
Agreement, duly executed and delivered by Motorola and the
Administrative Agent.

Credit Agreement
38
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(d) Company Officer's Certificate. A certificate of a
senior officer of the Company, dated the Closing Date, to the effect
that:

(i) no Company Default shall have occurred and be
continuing; and

(ii) the representations and warranties made by the
Company in Section 7 hereof shall be true and complete on and
as of the Closing Date with the same force and effect as if
made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a
specific date, as of such specific date).

(e) Motorola Officer's Certificate. A certificate of a
senior officer of Motorola, dated the Closing Date, to the effect
that:

(i) no Motorola Default shall have occurred and be
continuing; and

(ii) the representations and warranties made by
Motorola in Section 3 of the Motorola Guarantee Agreement
shall be true and complete on and as of the Closing Date with
the same force and effect as if made on and as of such date
(or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such
specific date).

(f) Opinion of Counsel to the Company. An opinion, dated the
Closing Date, of Xxxxxxxx & Xxxxxxxx, counsel to the Company,
substantially in the form of Exhibit C hereto and covering such other
matters as any Agent or any Lender may reasonably request (and the
Company hereby instructs such counsel to deliver such opinion to the
Lenders and the Agents).

(g) Opinions of Counsel to Motorola. (i) An opinion, dated
the Closing Date, of Xxxxx Xxxxxx, Esq., counsel to Motorola, and (ii)
an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, special New
York counsel to Motorola, substantially in the forms of Exhibits D-1
and D-2 hereto, respectively, and covering such other matters as any
Agent or any Lender may reasonably request (and Motorola hereby
instructs such counsel to deliver such opinions to the Lenders and the
Agents).

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(h) Opinion of Special New York Counsel to Global Arrangers.
An opinion, dated the Closing Date, of Milbank, Tweed, Xxxxxx &
XxXxxx, special New York counsel to the Global Arrangers,
substantially in the form of Exhibit E hereto (and the Global
Arrangers hereby instruct such counsel to deliver such opinion to the
Lenders and the Agents).

(i) Other Documents. Such other documents as any Agent or
any Lender or special New York counsel to the Global Arrangers may
reasonably request.

The effectiveness of this Agreement is also subject to the payment by the
Company of such fees and expenses as the Company shall have agreed to pay or
deliver to the Global Arrangers, any Lender and/or any Agent in connection
herewith, including, without limitation, the reasonable fees and expenses of
Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Global
Arrangers, in connection with the negotiation, preparation, execution and
delivery of this Agreement, the Revolving Credit Notes and the other Credit
Documents and the making of the Loans hereunder (to the extent that statements
for such fees and expenses have been delivered to the Company).

6.02 Initial and Subsequent Loans. The obligation of the
Lenders to make any Loan to the Company upon the occasion of each borrowing
hereunder (including the initial borrowing) is subject to the further
conditions precedent that, both immediately prior to the making of such Loan
and also after giving effect thereto and to the intended use thereof:

(a) no Company Default shall have occurred and be continuing;

(b) the representations and warranties made by the Company in
Section 7 hereof shall be true and complete on and as of the date of
the making of such Loan with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date);

(d) the representations and warranties made by Motorola in
Section 3 of the Motorola Guarantee Agreement shall be true and
complete on and as of the date of the

Credit Agreement
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making of such Loan with the same force and effect as if made on and
as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date); and

(e) the Aggregate Projected Loan Amount, determined as of
such borrowing date (after giving effect to such borrowing), shall not
exceed $745,000,000.

Each notice of borrowing by the Company hereunder shall constitute a
certification (i) by the Company to the effect set forth in clauses (a), (b)
and (e) above and (ii) by Motorola to the effect set forth in clauses (c) and
(d) of the preceding sentence (in each case, both as of the date of such notice
and, unless the Company or Motorola, respectively, otherwise notifies the
Administrative Agent prior to the date of such borrowing, as of the date of
such borrowing).

Section 7. Representations and Warranties. The Company
represents and warrants to the Agents and the Lenders that:

7.01 Legal Existence. Each of the Company and its
Subsidiaries: (a) is a limited liability company, corporation, partnership or
other entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (b) has all requisite corporate
or other power, and has all material Governmental Approvals necessary, to own
its assets and carry on its business as now being or as proposed to be
conducted with such exceptions as could not reasonably be likely (either
individually or in the aggregate) to have a Material Adverse Effect; and (c) is
qualified to do business and is in good standing in all jurisdictions in which
the nature of the business conducted by it makes such qualification necessary
and where failure so to qualify could reasonably be likely (either individually
or in the aggregate) to have a Material Adverse Effect.

7.02 Financial Condition. The Company has heretofore
furnished to each of the Lenders the balance sheet of the Company as at
December 31, 1995 and the related statements of income, retained earnings and
cash flows of the Company for the fiscal year ended on said date, with the
opinion thereon of KPMG Peat Marwick LLP, and the unaudited balance sheet of
the Company as at June 30, 1996 and the related statements of income, retained
earnings and cash flows of the Company for the six-month period ended on such
date. All such financial statements present

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fairly, in all material respects, the financial condition of the Company, as at
said dates and the results of its operations for the fiscal year and six-month
period ended on said dates (subject, in the case of such financial statements
as at June 30, 1996, to normal year-end audit adjustments), all in accordance
with generally accepted accounting principles and practices applied on a
consistent basis. Since December 31, 1995, there has been no material adverse
change in the financial condition, operations or business of the Company from
that set forth in said financial statements as at said date, except such as
could not reasonably be likely (either individually or in the aggregate) to
have a Material Adverse Effect.

7.03 Litigation. Except as set forth in Schedule III hereto,
there are no legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority, now pending or (to the knowledge of the Company)
threatened against the Company or any of its Subsidiaries that could reasonably
be likely (either individually or in the aggregate) to have a Material Adverse
Effect.

7.04 No Breach. None of the execution and delivery of the
Credit Documents to which it is a party, the consummation of the transactions
herein and therein contemplated or compliance with the terms and provisions
hereof and thereof will conflict with or result in a breach of, or require any
consent (other than any consent which has been obtained and is in full force
and effect) under, the LLC Agreement, or any applicable law or regulation, or
any order, writ, injunction or decree of any court or Governmental Authority,
or any agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which any of them or any of their Property is bound or to
which any of them is subject, or constitute a default under any such agreement
or instrument, or result in the creation or imposition of any Lien upon any
Property of the Company or any of its Subsidiaries pursuant to the terms of any
such agreement or instrument (other than any Liens in favor of Motorola).

7.05 Action. The Company has all necessary power, authority
and legal right to execute, deliver and perform its obligations under each of
the Credit Documents to which it is a party; the execution, delivery and
performance by the Company of each of the Credit Documents to which it is a
party have been duly authorized by all necessary action on its part (including,
without limitation, any required member or shareholder approvals); and this
Agreement has been duly and validly executed and delivered by the Company and
constitutes, and each of the Revolving Credit Notes when executed and delivered
for value will

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constitute, its legal, valid and binding obligation, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights.

7.06 Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any
securities exchange, are necessary for the execution, delivery or performance
by the Company of any of the Credit Documents to which it is a party or for the
legality, validity or enforceability hereof or thereof.

7.07 Use of Credit. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
the Loans hereunder will be used to buy or carry any Margin Stock.

7.08 ERISA. Each Plan, and, to the knowledge of the Company,
each Multiemployer Plan, of the Company is in material compliance with, and has
been administered in material compliance with, the applicable provisions of
ERISA, the U.S. Tax Code and any other U.S. Federal or State law. No event or
condition has occurred and is continuing as to which the Company would be under
an obligation to furnish a report to the Administrative Agent under Section
8.01(d) hereof (other than any event or condition as to which a report has been
given).

7.09 Taxes. The Company and its Subsidiaries have filed all
U.S. Federal income tax returns and all other material tax returns and
information statements that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by
the Company or any of its Subsidiaries, except for any such tax being contested
in good faith and by proper proceedings and as to which adequate reserves have
been set aside by the Company in accordance with GAAP. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Company,
adequate.

7.10 Investment Company Act. Neither the Company nor any of
its Subsidiaries is an "investment company", or a company "controlled" by a
company registered as an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended.

Credit Agreement
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7.11 Public Utility Holding Company Act. Neither the Company
nor any of its Subsidiaries is a "holding company", or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

7.12 Capitalization. The Company has heretofore delivered to
the Agents a true and complete copy of the LLC Agreement. The only members of
the Company on the date hereof are identified in Part A of Schedule IV hereto.
As of the date hereof, (a) except as identified in Part B of Schedule IV
hereto, there are no outstanding Equity Rights with respect to the Company and
(b) except as identified in said Part B, there are no outstanding obligations
of the Company or any of its Subsidiaries to repurchase, redeem, or otherwise
acquire any equity interests of the Company nor are there any outstanding
obligations of the Company or any of its Subsidiaries to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is
calculated with reference to the fair market value or equity value of the
Company or any of its Subsidiaries.

7.13 Subsidiaries and Certain Investments. Set forth in (a)
Part A of Schedule V hereto is a complete and correct list of all Subsidiaries
of the Company on the date hereof and (b) Part B of Schedule V hereto is a
complete and correct list of all Investments (other than Permitted Investments
and Investments identified in said Part A) held by the Company or any of its
Subsidiaries in any Person on the date hereof and, for each such Investment,
the identity of the Person or Persons holding such Investment and the nature of
such Investment.

7.14 True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules (other than projections) furnished
in writing by or on behalf of the Company to any Agent or any Lender in
connection with the negotiation, preparation or delivery of this Agreement and
the other Credit Documents or included herein or therein or delivered pursuant
hereto or thereto (other than projections), when taken as a whole (together
with the Information Memorandum) do not contain any untrue statement of
material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading. The projections, estimates and/or pro forma
financial statements furnished by or on behalf of the Company to the Agents or
any Lender in connection with the negotiation, execution and delivery of this
Agreement and the other Credit Documents or included herein or therein or
delivered pursuant hereto or thereto, have been prepared by the Company in good
faith on the basis of

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information and assumptions that the Company believed to be reasonable as of
the date of such information. All written information furnished after the date
hereof by the Company and its Subsidiaries to the Agents and the Lenders in
connection with this Agreement and the other Credit Documents and the
transactions contemplated hereby and thereby will not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, or (in the case of projections, estimates and pro forma
financial statements) will be prepared in good faith on the basis of
information and assumptions believed by the Company to be reasonable as of the
date of such information. There is no fact known to the Company that could
reasonably be likely to have a Material Adverse Effect that has not been
disclosed herein, in the other Credit Documents or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lenders for use in connection with the transactions contemplated hereby or
thereby.

Section 8. Covenants of the Company. The Company covenants
and agrees with the Lenders and the Agents that, so long as any Commitment or
Loan is outstanding and until payment in full of all amounts payable by the
Company hereunder:

8.01 Financial Statements Etc. The Company shall deliver to
the Administrative Agent:

(a) as soon as available and in any event within 60 days
after the end of each of the first three quarterly fiscal periods of
each fiscal year of the Company, consolidated statements of income,
retained earnings and cash flows of the Company and its Subsidiaries
for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related
consolidated balance sheet of the Company and its Subsidiaries as at
the end of such period, setting forth in each case in comparative form
the corresponding consolidated figures for the corresponding periods
in the preceding fiscal year (except that, in the case of balance
sheets, such comparison shall be to the last day of the prior fiscal
year), accompanied by a certificate of a senior financial officer of
the Company, which certificate shall state that said consolidated
financial statements present fairly, in all material respects, the
consolidated financial condition and results of operations of the
Company and its Subsidiaries, in each case in accordance with
generally

Credit Agreement
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accepted accounting principles, consistently applied, as at the end
of, and for, such period (subject to normal year-end audit
adjustments);

(b) as soon as available and in any event within 120 days
after the end of each fiscal year of the Company, consolidated
statements of income, retained earnings and cash flows of the Company
and its Subsidiaries for such fiscal year and the related consolidated
balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, setting forth in each case in comparative form the
corresponding consolidated figures for the preceding fiscal year (and
accompanied by an opinion thereon of KPMG Peat Marwick LLP or other
independent certified public accountants of recognized national
standing, which opinion shall state that said consolidated financial
statements present fairly, in all material respects, the consolidated
financial condition and results of operations of the Company and its
Subsidiaries as at the end of, and for, such fiscal year in accordance
with generally accepted accounting principles), in each case in
accordance with generally accepted accounting principles, consistently
applied, as at the end of, and for, such fiscal year;

(c) promptly upon their becoming available, copies of all
registration statements and regular periodic reports, if any, that the
Company shall have filed with the Securities and Exchange Commission
(or any governmental agency substituted therefor) or any national
securities exchange;

(d) promptly after the Company knows or has reason to believe
that any of the events or conditions specified below with respect to
any Plan or Multiemployer Plan of the Company (which events or
conditions, either individually or in the aggregate, could reasonably
be likely to have a Material Adverse Effect) has occurred or exists, a
statement signed by a senior financial officer of the Company setting
forth details respecting such event or condition and the action, if
any, that the Company or its ERISA Affiliate proposes to take with
respect thereto (and a copy of any report or notice filed with or
given to the PBGC by the Company or an ERISA Affiliate of the Company
with respect to such event or condition):

(i) any reportable event, as defined in Section 4043(c)
of ERISA and the regulations issued thereunder, with respect
to a Plan of the Company, as to which the PBGC has not by
regulation waived the

Credit Agreement
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requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event (provided that
a failure to meet the minimum funding standard of Section 412
of the U.S. Tax Code or Section 302 of ERISA, including,
without limitation, the failure to make on or before its due
date a required installment under Section 412(m) of the U.S.
Tax Code or Section 302(e) of ERISA, shall be a reportable
event regardless of the issuance of any waivers in accordance
with Section 412(d) of the U.S. Tax Code); and any request for
a waiver under Section 412(d) of the U.S. Tax Code for any
Plan of the Company;

(ii) the distribution under Section 4041 of ERISA of
a notice of intent to terminate any Plan of the Company or any
action taken by the Company or an ERISA Affiliate of the
Company to terminate any Plan of the Company (other than
pursuant to Section 4041(b) of ERISA);

(iii) the institution by the PBGC of proceedings
under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan of the
Company, or the receipt by the Company or any ERISA Affiliate
of the Company of a notice from a Multiemployer Plan of the
Company that such action has been taken by the PBGC with
respect to such Multiemployer Plan;

(iv) the complete or partial withdrawal from a
Multiemployer Plan of the Company by the Company or any ERISA
Affiliate of the Company that results in liability under
Section 4201 or 4204 of ERISA (including the obligation to
satisfy secondary liability as a result of a purchaser
default) or the receipt by the Company or any ERISA Affiliate
of the Company of notice from a Multiemployer Plan of the
Company that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA or that it intends to terminate
or has terminated under Section 4041A of ERISA;

(v) the institution of a proceeding by a fiduciary
of any Multiemployer Plan of the Company against the Company
or any ERISA Affiliate of the Company to enforce Section 515
of ERISA, which proceeding is not dismissed within 30 days;
and

Credit Agreement
47
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(vi) the adoption of an amendment to any Plan of the
Company that, pursuant to Section 401(a)(29) of the U.S. Tax
Code or Section 307 of ERISA, would result in the loss of
tax-exempt status of the trust of which such Plan is a part if
the Company or an ERISA Affiliate of the Company fails to
timely provide security to such Plan in accordance with the
provisions of said Sections;

(e) promptly after the Company knows or has reason to believe
that any Default has occurred, a notice of such Default describing the
same in reasonable detail and, together with such notice or as soon
thereafter as possible, a description of the action that the Company
has taken or proposes to take with respect thereto; and

(f) from time to time such other information regarding the
financial condition, operations or business of the Company or any of
its Subsidiaries as any Lender (through the Administrative Agent) or
any Agent may reasonably request.

The Company will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to paragraph (a) or (b) above, a
certificate of a senior financial officer of the Company (i) to the effect that
no Default has occurred and is continuing (or, if any Default has occurred and
is continuing, describing the same in reasonable detail and describing the
action that the Company has taken or proposes to take with respect thereto) and
(ii) setting forth in reasonable detail the computations, if any, necessary to
determine whether the Company is in compliance with Sections 8.07, 8.08 and
8.09 hereof as of the end of the respective quarterly fiscal period or fiscal
year. Upon receipt of any financial statement, notice or other information
from the Company under this Section 8.01, the Administrative Agent shall
promptly deliver a copy of the same to each of the Lenders.

8.02 Litigation. The Company will promptly give to each
Lender notice of all legal or arbitral proceedings, and of all proceedings by
or before any Governmental Authority, and any material development in respect
of such legal or other proceedings, affecting the Company or any of its
Subsidiaries, except proceedings that, if adversely determined, could not
reasonably be likely (either individually or in the aggregate) to have a
Material Adverse Effect. Without limiting the generality of the foregoing, the
Company will give to each Lender notice of the assertion of any environmental
matter by any Person against,

Credit Agreement
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or with respect to the activities of, the Company or any of its Subsidiaries
and notice of any alleged violation of or non-compliance with any Environmental
Laws or any permits, licenses or authorizations, other than any environmental
matter or alleged violation that, if adversely determined, could not reasonably
be likely (either individually or in the aggregate) to have a Material Adverse
Effect.

8.03 Existence, Etc. The Company will, and will cause each
of its Subsidiaries to:

(a) preserve and maintain its legal existence and all of its
material rights, privileges, licenses, approvals, consents and
franchises, including, without limitation, all material permits,
licenses and authorizations required from time to time to be obtained
under applicable Environmental Laws, provided that nothing in this
Section 8.03 shall prohibit any transaction expressly permitted under
Section 8.05 hereof;

(b) comply with the requirements of all applicable laws
(including, without limitation, Environmental Laws), rules,
regulations and orders of Governmental Authorities if failure to
comply with such requirements could reasonably be likely (either
individually or in the aggregate) to have a Material Adverse Effect;

(c) pay and discharge all material taxes, assessments and
governmental charges or levies imposed on it or on its income or
profits or on any of its Property prior to the date on which penalties
attach thereto, except for any such tax, assessment, charge or levy
the payment of which is being contested in good faith and by proper
proceedings and against which, in the opinion of the Company, adequate
reserves are being maintained;

(d) maintain all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear
excepted, provided that nothing in this Section 8.03(d) shall prevent
the Company or any of its Subsidiaries from discontinuing such
maintenance if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business and the business of any of
its Subsidiaries and not disadvantageous in any material respect to
the Lenders;

(e) keep adequate records and books of account, in which
complete entries will be made in accordance with

Credit Agreement
49
- 45 -

generally accepted accounting principles consistently applied; and

(f) permit representatives of any Lender or any Agent, during
normal business hours and upon reasonable notice, to examine, copy and
make extracts from its books and records, to inspect any of its
Properties, and to discuss its business and affairs with its officers,
all to the extent reasonably requested by such Lender or Agent (as the
case may be).

8.04 Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to Property and risks of a character
usually maintained by entities engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the
amounts customarily maintained by such entities.

8.05 Prohibition of Fundamental Changes. The Company shall
not consolidate with or merge into any other Person or convey, transfer or
lease its Property substantially as an entirety to any Person, and the Company
shall not permit any Person to consolidate with or merge into it or convey,
transfer or lease its Property substantially as an entirety to it, except that
the Company may transfer all or substantially all of the assets of the Company
to a Wholly Owned Subsidiary (which, for this purpose, may include a limited
liability company which is at least 99% directly owned by the Company),
provided that, at the time of such transfer and after giving effect thereto,
(a) no Default shall have occurred and be continuing, (b) such Subsidiary shall
be organized under the laws of the United States or any State thereof, (c)
concurrently with such transfer, Motorola and the Administrative Agent shall
have entered into the amendments to the Motorola Guarantee Agreement referred
to in Section 4.07(a) thereof and (d) concurrently with such transfer, such
Subsidiary shall assume in writing all of the obligations of the Company under
this Agreement and the Revolving Credit Notes and the Company shall be released
therefrom, and thereafter (unless the context otherwise requires) references
herein or in the other Credit Documents to "the Company" shall be deemed to
refer to such Subsidiary (and the Company, such Subsidiary, the Lenders and the
Agents shall enter into such amendments to this Agreement as shall be
reasonably requested by the Administrative Agent or the Company to give effect
to the foregoing).

8.06 Limitation on Liens. The Company will not, nor will it
permit any of its Subsidiaries to, create, incur, assume

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or suffer to exist any Lien upon any of its Property, whether now owned or
hereafter acquired, except:

(a) Liens in existence on the date hereof and Liens in favor
of Motorola, the Company or any of its Subsidiaries;

(b) Liens imposed by any Governmental Authority for taxes,
assessments or charges not yet due or that are being contested in good
faith and by appropriate proceedings if, in the opinion of the
Company, adequate reserves with respect thereto are maintained on the
books of the Company or the affected Subsidiaries, as the case may be,
in accordance with GAAP;

(c) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, landlords' or other like Liens arising in the ordinary
course of business that are not overdue for a period of more than 30
days or that are being contested in good faith and by appropriate
proceedings and Liens securing judgments but only to the extent for an
amount and for a period not resulting in an Event of Default under
Section 9(e) hereof;

(d) pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation;

(e) deposits to secure the performance of bids, trade
contracts (other than for Indebtedness), leases, utilities, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;

(f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and
encumbrances consisting of zoning restrictions, easements, licenses,
restrictions on the use of Property or minor defects, irregularities
or imperfections in title, and encumbrances and statutory Liens, that,
in the aggregate, are not material in amount, and that do not in any
case materially detract from the value of the Property subject thereto
or interfere with the ordinary conduct of the business of the Company
or any of its Subsidiaries;

(g) Liens in favor of any Governmental Authority to secure
progress, advance or other payments, or pursuant to any contract,
license, permit or provision of any statute;

Credit Agreement
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(h) Liens on Property existing at the time of acquisition
thereof (including acquisition through merger or consolidation);

(i) bankers' Liens arising out of or with respect to the
credit balance maintained by the Company in one or more deposit
accounts to the extent not prohibited by Section 8.08 hereof;

(j) Liens on Property to secure the payment of all or any
part of the purchase price or construction cost thereof or to secure
any Indebtedness incurred prior to, at the time of, or within 180 days
after, the acquisition of such Property, the completion of any
construction or the commencement of full operation, for the purpose of
financing all or any part of the purchase price or construction cost
thereof;

(k) Liens in connection with any Capital Lease Obligation not
prohibited pursuant to Section 8.07 hereof; and

(l) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any
Lien referred to in the foregoing clauses (a) through (k), inclusive,
provided that such extension, renewal or replacement Lien shall be
limited to all or a part of the same Property secured by the Lien so
extended, renewed or replaced (plus improvements on such Property).

8.07 Indebtedness. The Company will not, nor will it permit
any of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

(a) Indebtedness to the Lenders hereunder;

(b) Indebtedness outstanding on the date hereof and
identified in Schedule VI hereto;

(d) Indebtedness of Subsidiaries of the Company to the
Company or to other Subsidiaries of the Company;

(e) Indebtedness secured by a Lien permitted under Section
8.06 hereof;

Credit Agreement
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(f) Indebtedness that by its terms is subordinated in right
of payment to the Loans (the terms of which shall be approved by the
Global Arrangers, which approval shall not be unreasonably withheld);

(g) Indebtedness that by its terms ranks pari passu to the
Loans in right of payment, provided that, immediately after giving
effect to the incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the sum of the aggregate
outstanding principal amount of Indebtedness of the Company and its
Subsidiaries incurred pursuant to this Agreement and this paragraph
(g) would be less than $2,600,000,000;

(h) Indebtedness incurred or given in exchange for, or the
proceeds of which are used to, extend, refinance, renew, replace,
substitute, defease or refund any Indebtedness outstanding on the date
hereof or incurred by the Company or any of its Subsidiaries in
accordance with the terms of this Agreement (other than pursuant to
paragraph (c) of this Section 8.07), provided that such Indebtedness
does not exceed the amount of Indebtedness being so extended,
refinanced, renewed, replaced, substituted, defeased or refunded; and

(i) obligations of the Company in respect of (i) the Space
System Contract effective July 29, 1993, (ii) the Operations and
Maintenance Contract effective July 29, 1993 and (iii) the Terrestrial
Network Development Contract effective January 1, 1993, in each case
between the Company and Motorola and as amended and in effect from
time to time.

8.08 Investments. The Company will not, nor will it permit
any of its Subsidiaries to, make or permit to remain outstanding any
Investments except:

(a) Investments outstanding on the date hereof and identified
in Schedule V hereto;

(b) deposit accounts with banks;

(d) Investments by the Company and its Subsidiaries in the
Company and its Subsidiaries; and

(e) other Investments in an aggregate outstanding amount not
at any time exceeding $100,000,000 (measured by

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the amount of each such Investment as of the time such Investment is
made).

8.09 Restricted Payments. The Company will not, nor will it
permit any of its Subsidiaries to, declare or make any Restricted Payment at
any time, except that:

(a) the Company may effect the transfer of assets expressly
permitted under Section 8.05 hereof;

(b) so long as no Default shall have occurred and be
continuing, the Company may make distributions to its members pursuant
to Section 3.07(c) of the LLC Agreement with respect to the members'
U.S. tax liability, and any Wholly Owned Subsidiary to which the
assets of the Company shall have been transferred pursuant to Section
8.05 hereof may make distributions to the Company (and its other
member or members) for the purpose of enabling the Company to make
distributions required to be made under said Section 3.07(c); and

(c) the Company may make payments (but no prepayments) of
principal of and interest on Indebtedness incurred under Section
8.07(f) hereof as required in accordance with the terms thereof, but
only, in each case, to the extent required by (and subject to the
subordination provisions applicable thereto) the indenture or other
agreement pursuant to which such Indebtedness was issued.

Except as expressly limited by the preceding sentence, nothing herein shall be
deemed to prohibit the payment of distributions or dividends by any Subsidiary
of the Company to the Company or to any other Subsidiary of the Company.

8.10 Lines of Business. The Company will not, nor will it
permit any of its Subsidiaries to, engage to any substantial extent in any line
or lines of business activity other than the business of operating a global
wireless satellite-based communications system and related businesses
(including activities relating to the financing of such businesses).

8.11 Transactions with Affiliates. Except as expressly
permitted by this Agreement, the Company will not, nor will it permit any of
its Subsidiaries to, directly or indirectly: (a) make any Investment in an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; or (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; provided that

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the Company and its Subsidiaries may enter into any such transaction not
otherwise prohibited by the terms of this Agreement (i) provided for and
pursuant to any agreements that the Company is or will be a party to in
connection with the development, construction, installation, ownership and
maintenance of the Project, (ii) if the monetary or business consideration
arising therefrom would, in the opinion of the Company, be substantially as
advantageous to the Company and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not
an Affiliate or (iii) provided that the aggregate amount of all such
transactions (other than any such permitted under clauses (i) and (ii) above)
does not exceed $10,000,000 in the aggregate.

8.12 Use of Proceeds. The Company will use the proceeds of
the Loans hereunder solely (i) to make payments to Motorola at the times and in
the amounts required pursuant to the contracts referred to in Section 8.07(i)
hereof, (ii) to make payments of other Project-related costs and expenses,
(iii) to pay fees and expenses payable to the Global Arrangers, the Agents and
the Lenders in connection with this Agreement and (iv) for other general
purposes of the Company (in each case, in compliance with all applicable legal
and regulatory requirements, including, without limitation, Regulations G, T, U
and X and the Securities Act of 1933 and the Securities Exchange Act of 1934
and the regulations thereunder); provided that neither any Agent nor any Lender
shall have any responsibility as to the use of any of such proceeds.

8.13 Certain Obligations Respecting Subsidiaries. The
Company will not permit any of its Subsidiaries to enter into, after the date
hereof, any indenture, agreement, instrument or other arrangement that,
directly or indirectly, prohibits or restrains, or has the effect of
prohibiting or restraining, or imposes materially adverse conditions upon, the
incurrence or payment of Indebtedness owed to the Company or any other
Subsidiary of the Company, the granting of Liens, the declaration or payment of
dividends, the making of loans, advances or Investments to or in the Company or
any other Subsidiary of the Company or the sale, assignment, transfer or other
disposition of Property.

8.14 Modifications of LLC Agreement. The Company will not
consent to any modification, supplement or waiver of any of the provisions of
the LLC Agreement that could reasonably be likely to adversely affect the
interests of the Lenders. Promptly following the execution and delivery of
each modification, supplement or waiver relating to the LLC Agreement,

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the Company shall furnish a copy thereof to the Administrative Agent.

Section 9. Events of Default. If one or more of the
following events (herein called "Events of Default") shall occur and be
continuing:

(a) The Company shall: (i) default in the payment of any
principal of any Loan when due (whether at stated maturity or at
prepayment); or (ii) default in the payment of any interest on any
Loan or any fee payable by it hereunder or under any other Credit
Document when due and such default shall have continued unremedied for
three or more Business Days; or (iii) default in the payment of any
other amount payable by it hereunder when due and such default shall
have continued unremedied for fifteen or more days; or

(b) The Company or any of its Subsidiaries shall default in
the payment when due (after the expiration of applicable grace
periods) of any principal of or interest on any of its other
Indebtedness having an outstanding principal amount of $10,000,000
individually or in the aggregate; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any
such Indebtedness shall occur if the effect of such event is to cause,
or (with the giving of any notice or the lapse of time or both) to
permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, such Indebtedness
to become due, or to be prepaid in full (whether by redemption,
purchase, offer to purchase or otherwise), prior to its stated
maturity or to have the interest rate thereon reset to a level so that
securities evidencing such Indebtedness trade at a level specified in
relation to the par value thereof; or

(c) Any representation, warranty or certification made or
deemed made by the Company herein (or in any modification or
supplement hereto), or in any certificate furnished to any Lender or
any Agent pursuant to the provisions hereof, shall prove to have been
false or misleading as of the time made or furnished in any material
respect; or

(d) The Company shall default in the performance of any of
its obligations under any of Sections 8.01(e) (with respect to Company
Defaults only), 8.05, 8.07, 8.09 or 8.12 hereof or the first sentence
of Section 8.14 hereof; or the

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Company shall default in the performance of any of its other
obligations in this Agreement and such default shall continue
unremedied for a period of 30 or more days after notice thereof to the
Company by the Administrative Agent or any Lender (through the
Administrative Agent); or

(e) A final judgment or judgments for the payment of money of
$10,000,000 or more in the aggregate (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in
respect of such judgment) shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against
the Company or any of its Subsidiaries and the same shall not be
discharged (or provision shall not be made for such discharge), or a
stay of execution thereof shall not be procured, within 30 days from
the date of entry thereof and the Company or the relevant Subsidiary
shall not, within said period of 30 days, or such longer period during
which execution of the same shall have been stayed, appeal therefrom
and cause the execution thereof to be stayed during such appeal; or

(f) Motorola or any of the Motorola Domestic Subsidiaries
shall admit in writing its inability to, or be generally unable to,
pay its debts as such debts become due; or

(g) The Company, or one or more Subsidiaries which,
individually or in the aggregate, have at least 10% of the assets or
revenues of the Company and its Subsidiaries taken as a whole, or
Motorola or any of the Motorola Domestic Subsidiaries, shall (i) apply
for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee, examiner or liquidator of itself or of
all or a substantial part of its Property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a
voluntary case under the U. S. Bankruptcy Code, (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement or
winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing
to, any petition filed against it in an involuntary case under the
U.S. Bankruptcy Code or (vi) take any corporate or other analogous
action for the purpose of effecting any of the foregoing; or

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(h) A proceeding or case shall be commenced, without the
application or consent of the Company, or one or more Subsidiaries
which, individually or in the aggregate, have at least 10% of the
assets or revenues of the Company and its Subsidiaries taken as a
whole, or Motorola or any of the Motorola Domestic Subsidiaries, in
any court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a
receiver, custodian, trustee, examiner, liquidator or the like of the
Company or such Subsidiary, or Motorola or such Motorola Domestic
Subsidiary, as the case may be, or of all or any substantial part of
its Property or (iii) similar relief in respect of the Company or such
Subsidiary, or Motorola or such Motorola Domestic Subsidiary, as the
case may be, under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and
such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of 60 or
more days; or an order for relief against the Company or such
Subsidiary, or Motorola or such Motorola Domestic Subsidiary, as the
case may be, shall be entered in an involuntary case under the U.S.
Bankruptcy Code; or

(i) Any representation, warranty or certification made or
deemed made by Motorola in the Motorola Guarantee Agreement (or in any
modification or supplement thereto) or herein, or in any certificate
furnished to any Lender or any Agent pursuant to the provisions of the
Motorola Guarantee Agreement or Section 6.01(e) or 6.02 hereof, shall
prove to have been false or misleading as of the time made or
furnished in any material respect; or

(j) Motorola shall default in the performance of any of its
obligations under any of Sections 2, 4.01(e), 4.04, 4.05 and 4.06 of
the Motorola Guarantee Agreement; or Motorola shall default in the
performance of any of its other obligations in the Motorola Guarantee
Agreement and such default shall continue unremedied for a period of
30 or more days after notice thereof to the Company and Motorola by
the Administrative Agent or any Lender (through the Administrative
Agent); or

(k) Motorola or any of the Motorola Domestic Subsidiaries
shall default in the payment when due (after the expiration of
applicable grace periods) of any principal

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of or interest on any of its Indebtedness aggregating in amount at
least equal to 3% of amount of total stockholders' equity for Motorola
and its consolidated Subsidiaries (determined on a consolidated basis
without duplication in accordance with generally accepted accounting
principles) as at the last day of the most recently completed fiscal
quarter of Motorola ("Motorola's Net Worth"); or any event specified
in any note, agreement, indenture or other document evidencing or
relating to any such Indebtedness shall occur if the effect of such
event is to cause, or (with the giving of any notice or the lapse of
time or both) to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders) to cause, such
Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity or to have the interest rate thereon reset to a level
so that securities evidencing such Indebtedness trade at a level
specified in relation to the par value thereof; or

(l) A final judgment or judgments for the payment of money in
excess of 3% of Motorola's Net Worth (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in
respect of such judgment) shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against
the Motorola or any of the Motorola Domestic Subsidiaries and the same
shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured,
within 60 days from the date of entry thereof and Motorola or the
relevant Motorola Domestic Subsidiary shall not, within said period of
60 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal; or

(m) Except for expiration in accordance with its terms, the
Motorola Guarantee Agreement shall for whatever reason be terminated
or cease to be in full force and effect, or the enforceability thereof
shall be contested by Motorola; or

(n) Motorola shall cease to own, free and clear of all Liens,
directly or indirectly, at least (i) 20% of the aggregate voting
equity interests of the Company, assuming full exercise of any
warrants or full conversion of any convertible securities issued to
Motorola or any of its Subsidiaries (whether or not currently
exercisable or

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convertible) but before giving effect to any dilutive effect of any
public offering of stock or other equity interests or (ii) 15% of the
aggregate voting equity interests of the Company;

THEREUPON: (1) in the case of an Event of Default other than one referred to
in clause (g) or (h) of this Section 9 with respect to the Company, the
Administrative Agent may and, upon request of the Majority Lenders, will, by
notice to the Company, terminate the Commitments and/or declare the principal
amount then outstanding of, and the accrued interest on, the Loans and all
other amounts payable by the Company hereunder and under the Revolving Credit
Notes (including, without limitation, any amounts payable under Section 5.05
hereof) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Company; and (2) in the case of the occurrence of an Event of Default referred
to in clause (g) or (h) of this Section 9 with respect to the Company, the
Commitments shall automatically be terminated and the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Company hereunder and under the Revolving Credit Notes
(including, without limitation, any amounts payable under Section 5.05 hereof)
shall automatically become immediately due and payable without presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly waived by the Company; provided that (x) any acceleration under
clause (1) of this Section 9 shall not become effective until three Business
Days after receipt of notice thereof by each of the Company and Motorola (and
such notice shall be deemed rescinded if, prior to such third Business Day, any
amount then due and owing hereunder (other than as a result of such
acceleration) shall be paid in full and all other Events of Default then
existing shall have been cured) and (y) upon payment by Motorola of the
Guaranteed Obligations under, and as defined in, the Motorola Guarantee
Agreement (subject to Section 2.09 thereof), the Commitments then in effect
shall automatically terminate.

Section 10. The Agents.

10.01 Appointment, Powers and Immunities. Each Lender hereby
appoints and authorizes each Agent to act as its agent hereunder and under the
other Credit Documents with such powers as are specifically delegated to such
Agent by the terms of this Agreement and of the other Credit Documents,
together with such

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other powers as are reasonably incidental thereto. Neither Agent (which term
as used in this sentence and in Section 10.05 and the first sentence of Section
10.06 hereof shall include reference to its affiliates and its own and its
affiliates' officers, directors, employees and agents):

(a) shall have any duties or responsibilities except those
expressly set forth in this Agreement and in the other Credit
Documents, or shall by reason of this Agreement or any other Credit
Document be a trustee for any Lender;

(b) shall be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement
or in any other Credit Document, or in any certificate or other
document referred to or provided for in, or received by any of them
under, this Agreement or any other Credit Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or any other document
referred to or provided for herein or therein or for any failure by
the Company or any other Person to perform any of its obligations
hereunder or thereunder;

(c) shall be required to initiate or conduct any litigation
or collection proceedings hereunder or under any other Credit
Document; or

(d) shall be responsible for any action taken or omitted to
be taken by it hereunder or under any other Credit Document or under
any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own
gross negligence or willful misconduct.

Each Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith. The Administrative Agent may deem and treat the
payee of a Revolving Credit Note as the holder thereof for all purposes hereof
unless and until a notice of the assignment or transfer thereof shall have been
filed with such Administrative Agent, together with the consent of the Company
to such assignment or transfer (to the extent required by Section 11.06(b)
hereof).
10.02 Reliance by the Agents. Each Agent shall be entitled
to rely upon any certification, notice or other communication (including,
without limitation, any thereof by

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telephone, telecopy, telegram or cable) reasonably believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such Agent. As to any matters not
expressly provided for by this Agreement or any other Credit Document, each
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Majority Lenders, and such instructions of the Majority Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the
Lenders.

10.03 Defaults. Neither Agent shall be deemed to have
knowledge or notice of the occurrence of a Default unless such Agent has
received notice from a Lender, the Company or Motorola specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Lenders except
to the extent that this Agreement expressly requires that such action be taken,
or not be taken, only with the consent or upon the authorization of the
Majority Lenders or all of the Lenders.

10.04 Rights as a Lender. With respect to its Commitment and
the Loans made by it, each of Chase and Barclays (and any successor acting as
Administrative Agent or Documentation Agent, as the case may be) in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender (if it shall be a Lender hereunder) and may exercise the
same as though it were not acting as the Administrative Agent or Documentation
Agent, as the case may be, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent or the
Documentation Agent, as the case may be, in its individual capacity. Each of
Chase and Barclays (and any successor acting as Administrative Agent or
Documentation Agent, as the case may be) and its affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to, make
investments in and generally engage in any kind of banking, trust or other

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business with the Company (and any of its Subsidiaries or Affiliates) as if it
were not acting as the Administrative Agent or the Documentation Agent, as the
case may be, and each of Chase and Barclays (and any such successor) and its
affiliates may accept fees and other consideration from the Company (and any of
its Subsidiaries or Affiliates) for services in connection with this Agreement
or otherwise without having to account for the same to the other Agent or the
Lenders.

10.05 Indemnification. The Lenders agree to indemnify each
Agent (to the extent not reimbursed under Section 11.03 hereof, but without
limiting the obligations of the Company under said Section 11.03) ratably in
accordance with the aggregate principal amount of the Loans held by the Lenders
(or, if no Loans are at the time outstanding, ratably in accordance with their
respective Commitments) for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against such Agent (including by any Lender) arising out of or by
reason of any investigation in or in any way relating to or arising out of this
Agreement or any other Credit Document or any other documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses that the Company
is obligated to pay under Section 11.03 hereof, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the party to be
indemnified.

10.06 Non-Reliance on the Agents and Other Lenders. Each
Lender agrees that it has, independently and without reliance on the Agents or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Company and Motorola and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Agents or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement or under any other Credit Document. Neither Agent shall be required
to keep itself informed as to the performance or observance by either Credit
Party of this Agreement or any of the other Credit Documents or any other
document referred to or provided for

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herein or therein or to inspect the Properties or books of the Company or
Motorola. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Agents hereunder or
under any of the other Credit Documents, neither Agent shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Company or
Motorola (or any of their respective Subsidiaries or affiliates) that may come
into the possession of such Agent or any of its affiliates.

10.07 Failure to Act. Except for action expressly required
of the Agents hereunder and under the other Credit Documents, each Agent shall
in all cases be fully justified in failing or refusing to act hereunder and
thereunder unless it shall receive further assurances to its satisfaction from
the Lenders of their indemnification obligations under Section 10.05 hereof
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.

10.08 Resignation or Removal of the Agents. Subject to the
appointment and acceptance of a successor Agent as provided below, any Agent
may resign at any time by giving notice thereof to the other Agent, the Lenders
and the Company, and any Agent may be removed at any time with or without cause
by the Majority Lenders. Upon any such resignation or removal, the Majority
Lenders shall have the right to appoint a successor Agent with the prior
consent of the Company (which consent shall not be unreasonably withheld or
delayed). If no successor Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, that shall be a bank that has an office in
New York, New York with a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as an Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Section 10 shall continue in effect
for the benefit of such Agent in respect of any actions taken or omitted to be
taken by it while it was acting as an Agent.

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10.09 Consents under Other Credit Documents. Except as
otherwise provided in Section 11.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under the
Motorola Guarantee Agreement, provided that, without the prior consent of all
of the Lenders, the Administrative Agent shall not (a) amend any of Sections 2,
5.03 and 5.04 thereof or (b) release Motorola from any of its obligations under
said Section 2 or 5.03 or otherwise agree to terminate the Motorola Guarantee
Agreement (except as expressly contemplated by the terms thereof).

Section 11. Miscellaneous.

11.01 Waiver. No failure on the part of any Agent or any
Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement or any Revolving
Credit Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement or any Revolving
Credit Note preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

11.02 Notices. All notices, requests and other
communications provided for herein (including, without limitation, any
modifications of, or waivers, requests or consents under, this Agreement) shall
be given or made in writing (including, without limitation, by telecopy)
delivered to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof or on Schedule II hereto; or, as
to any party, at such other address as shall be designated by such party in a
notice to each other party. Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.

11.03 Expenses, Etc. The Company agrees to pay or reimburse
each of the Global Arrangers, the Agents and the Lenders for: (a) all
reasonable out-of-pocket costs and expenses of the Global Arrangers and the
Agents (including, without limitation, the reasonable fees and expenses of
Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Global
Arrangers, but not including any fees or expenses for any other

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counsel to the Global Arrangers, the Agents or the Lenders) in connection with
(i) the negotiation, preparation, execution and delivery of this Agreement and
the other Credit Documents and the making of the Loans hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Credit Documents (whether or
not consummated); (b) all reasonable out-of-pocket costs and expenses of the
Lenders and the Agents (including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement with (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and (ii) the
enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any Governmental
Authority in respect of this Agreement or any of the other Credit Documents or
any other document referred to herein or therein.

The Company hereby agrees to indemnify each Global Arranger,
each Agent and each Lender and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by any Agent to any Lender), whether or not any
Agent or any Lender is a party thereto, arising out of or by reason of any
investigation or litigation or other proceedings (including any threatened
investigation or litigation or other proceedings) relating to the Loans
hereunder or any actual or proposed use by the Company or any of its
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

11.04 Amendments, Etc. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by the Company, Motorola
and the Majority Lenders, or by the Company, Motorola and the Administrative
Agent acting with

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66
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the consent of the Majority Lenders, and any provision of this Agreement may be
waived by the Majority Lenders or by the Administrative Agent acting with the
consent of the Majority Lenders; provided that: (a) no modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders: (i) increase, or extend the term of the Commitments, or extend the
time or waive any requirement for the reduction or termination of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce the amount of any such
payment of principal, (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, (v) alter the rights or obligations of the
Company to prepay Loans, (vi) alter the manner in which payments or prepayments
of principal, interest or other amounts hereunder shall be applied as between
the Lenders or Types of Loans, (vii) alter the terms of Section 10.09 hereof or
this Section 11.04, (viii) modify the definition of the term "Majority Lenders"
or modify in any other manner the number or percentage of the Lenders required
to make any determinations or waive any rights hereunder or to modify any
provision hereof or (ix) waive any of the conditions precedent set forth in
Section 6.01 hereof; and (b) any modification or supplement of Section 10
hereof, or of any of the rights or duties of any Agent hereunder, shall require
the consent of such Agent. Notwithstanding the foregoing, the Lenders and the
other Agent hereby authorize the Administrative Agent to enter into, on behalf
of the Lenders and the Agents, the amendments contemplated by Section 8.05
hereof and Section 4.07(a) of the Motorola Guarantee Agreement without further
consent of the Lenders.

11.05 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

11.06 Assignments and Participations.

(a) Except in connection with the transfer of assets
permitted under Section 8.05 hereof, the Company may not assign any of its
rights or obligations hereunder or under the Revolving Credit Notes without the
prior consent of all of the Lenders and the Agents.

(b) Each Lender may assign any of its Loans, its Revolving
Credit Note, and its Commitment (but only with the consent of the Company and
the Administrative Agent, which consent in each case shall not be unreasonably
withheld or delayed); provided that

Credit Agreement
67
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(i) no such consent by the Company or the Administrative
Agent shall be required in the case of any assignment to another
Lender or to an affiliate of the assigning Lender;

(ii) except to the extent the Company and the Administrative
Agent shall otherwise consent, any such partial assignment (other than
to another Lender) shall be in an amount at least equal to $10,000,000
and, after giving effect to such assignment, such assigning Lender
shall hold a Commitment in an amount at least equal to $10,000,000;

(iii) each such assignment by a Lender of its Loans,
Revolving Credit Note or Commitment shall be made in such manner so
that the same portion of its Loans, Revolving Credit Note and
Commitment is assigned to the respective assignee; and

(iv) in order to evidence each such assignment, the assignor
and assignee shall execute and deliver an Assignment and Acceptance.

Upon execution and delivery by the assignor and the assignee of such Assignment
and Acceptance (and the delivery thereof to the Administrative Agent (with a
copy to the Company) for recordation of the assignment provided therein), and
upon consent thereto by the Company and the Administrative Agent to the extent
required above, the assignee shall have, to the extent of such assignment
(unless otherwise consented to by the Company and the Administrative Agent),
the obligations, rights and benefits of a Lender hereunder holding the
Commitment and Loans (or portions thereof) assigned to it and specified in such
Assignment and Acceptance (in addition to the Commitment and Loans, if any,
theretofore held by such assignee) and the assigning Lender shall, to the
extent of such assignment, be released from the Commitment (or portion thereof)
so assigned. Upon each such assignment the assigning Lender shall pay the
Administrative Agent an assignment fee of $3,000.

(c) A Lender may sell or agree to sell to one or more other
Persons (each a "Participant") a participation in all or any part of any Loans
held by it, or in its Commitment, provided that such Participant shall not have
any rights or obligations under this Agreement or any Revolving Credit Note or
any other Credit Document (the Participant's rights against such Lender in
respect of such participation to be those set forth in the agreements executed
by such Lender in favor of the Participant). All amounts payable by the
Company to any Lender under Section 5

Credit Agreement

68
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hereof in respect of Loans held by it, and its Commitment, shall be determined
as if such Lender had not sold or agreed to sell any participations in such
Loans and Commitment, and as if such Lender were funding each of such Loans and
Commitment in the same way that it is funding the portion of such Loan and
Commitment in which no participations have been sold. In no event shall a
Lender that sells a participation agree with the Participant to take or refrain
from taking any action hereunder or under any other Credit Document except that
such Lender may agree with the Participant that it will not, without the
consent of the Participant, agree to (i) increase or extend the term of such
Lender's Commitment, (ii) extend the date fixed for the payment of principal of
or interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or any
fee hereunder payable to the Participant, to a level below the rate at which
the Participant is entitled to receive such interest or fee or (v) consent to
any modification, supplement or waiver hereof or of any of the other Credit
Documents to the extent that the same, under Section 10.09 or 11.04 hereof,
requires the consent of each Lender.

(d) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 11.06, any Lender may
(without notice to the Company, any Agent or any other Lender and without
payment of any fee) assign and pledge all or any portion of its Loans and its
Revolving Credit Note to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its
obligations hereunder.

(e) A Lender may furnish any information concerning the
Company or Motorola (or any of their respective Subsidiaries and affiliates) or
the Project in the possession of such Lender from time to time to assignees and
Participants (including prospective assignees and Participants), subject,
however, to the provisions of Section 11.12(b) hereof.

(f) Anything in this Section 11.06 to the contrary
notwithstanding, no Lender may assign or participate any interest in any Loan
held by it hereunder to the Company or Motorola (or any of their respective
Subsidiaries or affiliates) without the prior consent of each Lender.

11.07 Survival. The obligations of the Company under
Sections 5.01, 5.05, 5.06 and 11.03 hereof, and the obligations

Credit Agreement
69
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of the Lenders under Section 10.05 hereof, shall survive the repayment of the
Loans and the termination of the Commitments and, in the case of any Lender
that may assign any interest in its Commitment or Loans hereunder, shall
survive the making of such assignment with respect to matters occurring prior
to such assignment, notwithstanding that such assigning Lender may cease to be
a "Lender" hereunder. In addition, each representation and warranty made, or
deemed to be made by a notice of any Loan, herein or pursuant hereto shall
survive the making of such representation and warranty, and no Lender shall be
deemed to have waived, by reason of making any Loan, any Default that may arise
by reason of such representation or warranty proving to have been false or
misleading, notwithstanding that such Lender or any Agent may have had notice
or knowledge or reason to believe that such representation or warranty was
false or misleading at the time such Loan was made.

11.08 Captions. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

11.09 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

11.10 Governing Law; Submission to Jurisdiction. This
Agreement and the Revolving Credit Notes shall be governed by, and construed in
accordance with, the law of the State of New York. The Company hereby submits
to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of the Supreme Court of the State of New York
sitting in New York County (including its Appellate Division), and of any other
appellate court in the State of New York, for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

11.11 Waiver of Jury Trial. EACH OF THE COMPANY, THE AGENTS,
THE GLOBAL ARRANGERS AND THE LENDERS HEREBY IRREVOCABLY

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70
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WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE REVOLVING CREDIT NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.12 Treatment of Certain Information; Confidentiality.

(a) The Company acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Company or one or more of its Subsidiaries (in connection with this
Agreement or otherwise) by any Lender or by one or more subsidiaries or
affiliates of such Lender. The Company hereby agrees that, in the event any
such services are provided to the Company or any of its Subsidiaries, each
Lender providing such services is authorized to share any information delivered
to such Lender by the Company and its Subsidiaries pursuant to this Agreement,
or in connection with the decision of such Lender to enter into this Agreement,
to any such subsidiary or affiliate providing such services, provided that any
such subsidiary or affiliate receiving such information agrees to be bound by
the provisions of paragraph (b) below as if it were a Lender hereunder. Such
authorization shall survive the repayment of the Loans and the termination of
the Commitments.

(b) Each Lender, each Agent and each Global Arranger agrees
(on behalf of itself and each of its affiliates, directors, officers, employees
and representatives) to restrict dissemination of any Confidential Information
(as defined below) only to those of its directors, officers, employees and
representatives who are involved in the evaluation of such information, and to
use reasonable precautions to keep such information confidential, in accordance
with its customary procedures for handling confidential information of the same
nature and in accordance with safe and sound banking practices. For purposes of
this Agreement, "Confidential Information" shall mean any non-public
information supplied to it by the Company, including its contractors,
consultants or sponsors, pursuant to this Agreement or by Motorola pursuant to
the Motorola Guarantee Agreement, that is identified (in writing, in the case
of written information) by the Company or Motorola, as the case may be, as
being confidential at the time the same is delivered to the Lenders, the Agents
or the Global Arrangers, provided that nothing herein shall limit the
disclosure of any such information by any Lender, Agent or Global Arranger (i)
after such information shall have become public (other than through a violation
of this Section 11.12 by such Lender, Agent or Global

Credit Agreement
71
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Arranger), (ii) to the extent required by statute, rule, regulation or judicial
process, (iii) to counsel or other experts for any of the Lenders, Agents or
Global Arrangers, provided that such counsel or experts shall be bound by the
requirements of this Section 11.12(b) with respect to any such information,
(iv) to bank examiners (or any other regulatory authority having jurisdiction
over any Lender, Agent or Global Arranger), or to auditors or accountants, (v)
to any Global Arranger, any Agent or any other Lender (or to any of their
respective affiliates, provided that any such disclosure to any such affiliate
shall be made on a "need to know" basis only for use by such affiliates (and
each of its officers, directors and employees) solely in connection with the
transactions contemplated by this Agreement and each such affiliate (and each
of its officers, directors and employees) shall agree (for the benefit of the
Company and Motorola) to be bound to keep such information confidential on the
same terms as set forth in this Section 11.12), (vi) in connection with any
litigation to which any one or more of the Lenders, the Global Arrangers or the
Agents is a party, or in connection with the enforcement of rights or remedies
hereunder or under any other Credit Document, provided that the party intending
to make such disclosure shall use reasonable efforts to cooperate with the
Company or with Motorola, as the case may be, to reasonably minimize the extent
of any such disclosure or to obtain confidential treatment of information to be
disclosed, (vii) to a subsidiary or affiliate of such Lender as provided in
paragraph (a) above or (viii) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first executes and delivers to the
respective Lender, the Company and Motorola a Confidentiality Agreement
substantially in the form of Exhibit G hereto; provided, further, that in no
event shall any Lender, Agent or Global Arranger be obligated or required to
return any materials furnished by the Company or Motorola hereunder or under
the Motorola Guarantee Agreement, respectively, except to the extent it has
agreed to do so in writing in conjunction with the receipt of such information.
The obligations of any assignee that has executed a Confidentiality Agreement
in the form of Exhibit G hereto shall be superseded by this Section 11.12 on
the date upon which such assignee becomes a Lender hereunder pursuant to
Section 11.06(b) hereof.

Credit Agreement
72
- 68 -

IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered as of the day and year first above
written.

IRIDIUM LLC

By /s/ XXXX XXXXXXX
-------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer

Address for Notices:

Iridium LLC
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000

Attention: Xxxx Xxxxxxx

Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

Credit Agreement

73
- 69 -

LENDERS
-------

THE CHASE MANHATTAN BANK

By /s/ XXX X. XXXXX
-----------------------
Name: Xxx X. Xxxxx
Title: Vice President

BARCLAYS BANK PLC

By /s/ XXXX XXXXXXXX
-----------------------
Name: Xxxx Xxxxxxxx
Title: Director

ABN AMRO BANK N.V.

By /s/ XXXXX X. XXXXXXXX
-----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President

By /s/ XXXX X. XXXXXXXXX
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President

BANK OF AMERICA NT&SA

By /s/ XXXX XXXXXXXX
-----------------------
Name: Xxxx Xxxxxxxx
Title: Vice President

Credit Agreement

74
- 70 -

BANK OF MONTREAL

By /s/ XXXXXXX XXXXXXXXX
-----------------------
Name: XXXXXXX XXXXXXXXX
Title: Director

THE BANK OF NEW YORK

By /s/ XXXXX X. XXXXXXXX
-----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President

THE BANK OF NOVA SCOTIA

By /s/ F.C.H. XXXXX
-----------------------
Name: F.C.H. XXXXX
Title: Senior Manager-
Loan Operations

THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH

By /s/ TOKUTARO SEKINE
-----------------------
Name: TOKUTARO SEKINE
Title: General Manager

BANQUE NATIONALE DE PARIS

By /s/ XXXXXXXX X. XXXXX, XX.
---------------------------
Name: Xxxxxxxx X. Xxxxx, Xx.
Title: Senior Vice President

Credit Agreement
00
- 00 -

XXXXXXXXXX XXXXXXXXXX-XXX
XXXXXXX-XXXX
AKTIENGESELLSCHAFT,
NEW YORK BRANCH

By /s/ XXXXXXX XXXX
-----------------------
Name: Xxxxxxx Xxxx
Title: AVP

By /s/ XXXXX XXXXXXXX
-----------------------
Name: Xxxxx Xxxxxxxx
Title: SVP

CIBC INC.

By /s/ XXXXXX X. XXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp acting as
Agent for CIBC, Inc.

CITIBANK, N.A.

By /s/ XXXXX X. XXXXX
-----------------------
Name: Xxxxx X. Xxxxx
Title: Attorney-in-fact

CREDIT LYONNAIS
CHICAGO BRANCH

By /s/ MICHEL BUYSSCHAERT
-----------------------
Name: Michel Buysschaert
Title: vice President

Credit Agreement
76
-72 -

CREDIT SUISSE

By /s/ XXXXXXX X. XXXXXX
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Member of Senior
Management

By /s/ XXXXXXXX X. XXXXXXXXXXX
-----------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxx
Title: Associate

DEUTSCHE BANK, AG -
CHICAGO BRANCH

By /s/ XXXX XXXXXXXX
-----------------------
Name: Xxxx Xxxxxxxx
Title: Associate

By /s/ XXXXXXXX X. XXXXX
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES

By /s/ XXXXXXXX X. XXXXX
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President

By /s/ XXXXXXX X. XXXXXX
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President

Credit Agreement

77
- 73 -

THE FIRST NATIONAL BANK
OF CHICAGO

By /s/ XXXXX X. XXXXX
-----------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Agent

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH

By /s/ JUN WATANABE
-----------------------
Name: Jun Watanabe
Title: Senior Vice President

LTCB TRUST COMPANY

By /s/ XXXXXX XXXXXX
-----------------------
Name: Xxxxxx Xxxxxx
Title: Executive Vice President

THE MITSUBISHI TRUST AND
BANKING CORPORATION

By /s/ XXXXXXXX XXXXX XX XXXX
---------------------------
Name: Xxxxxxxx Xxxxx xx Xxxx
Title: Senior Vice President

NATIONSBANK OF TEXAS, N.A.

By /s/ XXXXXX X. XXXXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President

Credit Agreement
00
- 00 -

XXXXX XXXX XX XXXXXX

By /s/ XXXXXXX X. XXXX
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Manager

THE SANWA BANK, LIMITED
NEW YORK BRANCH

By /s/ XXXXXXXX X. XXXXXXXX
-------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President & Area
Manager

SOCIETE GENERALE

By /s/ XXXX X. XXXXXXX
-----------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President

TORONTO-DOMINION (NEW YORK),
INC.

By /s/ M. BAWDZIERZ
-----------------------
Name: M. BAWDZIERZ
Title: Managing Director

Credit Agreement
79
- 75 -

UNION BANK OF SWITZERLAND,
NEW YORK BRANCH

By /s/ XXXXXXX X. XXXXX
-----------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President

By /s/ XXXXXXX XXXXXX
-----------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director

WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH

By /s/ XXXXXXXXX XXXXXXXXXX
-------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President-
Credit Department

By /s/ X. X. XXXXXX
-----------------------
Name: X. X. Xxxxxx
Title: Associate

THE ASAHI BANK, LTD.

By /s/ XXXXXXX XXXXXX
-----------------------
Name: Xx. Xxxxxxx Xxxxxx
Title: Senior Deputy General
Manager

Credit Agreement
80
- 76 -

AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED

By /s/ XXX X. XXXXXXX
---------------------
Name: Xxx X. Xxxxxxx
Title: Vice President

BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH

By /s/ XXXXX XXX
---------------------
Name: Xxxxx Xxx
Title: AVP

By /s/ XXXXX XXXXXXX
---------------------
Name: Xxxxx Xxxxxxx
Title: AVP

BANCA CRT S.p.A.

By /s/ GIORGIO CUCCULO
---------------------
Name: Giorgio Cucculo
Title: Manager & EVP

By /s/ C. XXXXXXX XXXXX
---------------------
Name: C. Xxxxxxx Xxxxx
Title: Vice President

BANCA MONTE DEI PASCHI DI
SIENA SPA

By /s/ X.X. XXXXXX
---------------------
Name: X.X. Xxxxxx
Title: F.V.P. & Dep. General Manager

By /s/ XXXXX X. XXXXX
---------------------
Name: Xxxxx X. Xxxxx
Title: Vice President

Credit Agreement
00
- 00 -

XXXXX XXXXXXXXX XXX XXXXXX
X.x.X. - XXX XXXX BRANCH

By /s/ XXXXX XXXXXX
---------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President

By /s/ XXXXXX X. MEDIDA
---------------------
Name: Xxxxxx X. Medida
Title: Vice President

BANK AUSTRIA
AKTIENGESELLSCHAFT

By /s/ J. XXXXXXX XXXX
---------------------
Name: J. Xxxxxxx Xxxx
Title: Vice President

By /s/ XXXXXXXX X. XXXXXX
-----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President

BANK OF IRELAND

By /s/ XXXXXXXX X. XXXX
---------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President

Credit Agreement
82
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BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH

By /s/ XXXX XXX XXXXXXXXXXX
---------------------
Name: Xxxx Xxx Xxxxxxxxxxx
Title: Executive Vice President
& Manager

By /s/ XXXXX XXXXXXXX
---------------------
Name: Xxxxx Xxxxxxxx
Title: Manager Lending Division

BHF-BANK AKTIENGESELLSCHAFT

By /s/ XXXX XXXXXX
---------------------
Name: Xxxx Xxxxxx
Title: VP

By /s/ XXXXXX X. XXXXX
---------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President

CAISSE NATIONALE DE CREDIT
AGRICOLE (CNCA)

By /s/ XXXXX XXXXXXXX
---------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
Deputy General Manager

Credit Agreement
83
- 79 -

COMMERZBANK AG

By /s/ XXXXXX XXXXXXXXXXX
-------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Vice President

By /s/ XXXXX XXXXXXXXX
-------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President

COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE

By /s/ X. XXXX
-------------------------
Name: X. Xxxx
Title: VP

By /s/ XXXXXX XXXXXXXX
-------------------------
Name: Xxxxxx Xxxxxxxx
Title: VP

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH

By /s/ XXXXXXX X. XXXXX
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President & Manager

By /s/ W. XXXXXXX XXXXXXX
-------------------------
Name: W. Xxxxxxx Xxxxxxx
Title: Vice President, Manager

Credit Agreement
84
- 80 -

CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY

By /s/ XXXXX X. XXXXXXXXXX
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Deputy General Manager

THE DAI-ICHI KANGYO BANK, LTD.

By /s/ XXXXXXX XXXXXX
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President

EXPORT DEVELOPMENT CORPORATION

By /s/ XXXXX XXXXX
---------------------------
Name: Xxxxx Xxxxx
Title: Team Leader -
Information Technologies

By /s/ XXXXX XXXXXXX
---------------------------
Name: Xxxxx Xxxxxxx
Title: Team Leader -
Project Finance

THE FIRST NATIONAL BANK
OF BOSTON

By /s/ XXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxx D. Rainie
Title: Director

FLEET NATIONAL BANK

By /s/ XXXXX X. XXXX
---------------------------
Name: Xxxxx X. Xxxx
Title: SVP

Credit Agreement
85
- 81 -

THE FUJI BANK, LIMITED
CHICAGO BRANCH

By /s/ HIDEKAZU SEO
---------------------------
Name: Hidekazu Seo
Title: Joint General Manager

GULF INTERNATIONAL BANK B.S.C.

By /s/ XXXXXX X. XXXXXXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President

By /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: SVP & Branch Manager

ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A.

By /s/ XXXXXXX X. XX XXXXXX
---------------------------
Name: Xxxxxxx X. Xx Xxxxxx
Title: First Vice President

KB FINANCIAL SERVICES (IRELAND)

By /s/ XXXXXX X XXXXXX
---------------------------
Name: Xxxxxx X Xxxxxx
Title: General Manager

By /s/ XXXXX XXXXX
---------------------------
Name: Xxxxx Xxxxx
Title: Associate Director

Credit Agreement
00
- 00 -

XXXXXXXXXX XXXXXX-XXXXXXXXX
XXXXXXXXXXXX

By /s/ XXXX X. XXXXXXX
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President-
Structured Finance

By /s/ XXXXXX XXXXXX
----------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President-
Structured Finance

XXXXXX BANK LTD-
NEW YORK BRANCH

By /s/ XXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President

By /s/ XXXX X. XXXX
----------------------------
Name: Xxxx X. Xxxx
Title: Vice President

THE MITSUI TRUST AND BANKING
COMPANY, LIMITED

By /s/ XXXXXXX XXXXXXXXX
----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
& Manager

THE NIPPON CREDIT BANK, LTD.

By /s/ XXXXX XXXXXXXXX
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President & Manager

Credit Agreement
87
- 83 -

THE NORTHERN TRUST COMPANY

By /s/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION

By /s/ XXX XXXXXXXXX
----------------------------
Name: Xxx Xxxxxxxxx
Title: Assistant Vice President

THE SAKURA BANK, LIMITED

By /s/ TAMIHIRO KAWAUCHI
----------------------------
Name: Tamihiro Kawauchi
Title: Senior Vice President &
Head of Real Estate/
Project Finance Dept.

THE SUMITOMO TRUST &
BANKING CO., LTD.,
NEW YORK BRANCH

By /s/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Manager, Corporate
Finance Dept.

Credit Agreement
88
- 84 -

SWISS BANK CORPORATION,
NEW YORK BRANCH

By /s/ XXXXXX X. XXXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate Director
Banking Finance Support

By /s/ XXXXXX XX
--------------------------
Name: Xxxxxx Xx
Title: Director,
Credit Risk Management

THE TOKAI BANK, LIMITED

By /s/ XXXXXX X. XXXXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President

UNION BANK OF CALIFORNIA, N.A.

By /s/ B. XXXX XXXXX
--------------------------
Name: B. Xxxx Xxxxx
Title: Assistant Vice President

YASUDA TRUST & BANKING CO.,
LTD.

By /s/ XXXXX XXXXXXXXX
--------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President

Credit Agreement
89
- 85 -

GLOBAL ARRANGERS
----------------

CHASE SECURITIES INC.,
as a Global Arranger

By /s/ XXXXXX XXXXXX
---------------------
Title: Vice President

BZW, a division of
BARCLAYS BANK PLC,
as a Global Arranger

By /s/ XXXX XXXXXXXX
---------------------
Title: Director

Credit Agreement
90
- 86 -

ADMINISTRATIVE AGENT
--------------------

THE CHASE MANHATTAN BANK

By /s/ XXX X. XXXXXX
---------------------
Title: Vice President

Address for Notices:

The Chase Manhattan Bank
Agent Bank Services Group
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx

Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

Credit Agreement
91
- 87 -

DOCUMENTATION AGENT
-------------------

BARCLAYS BANK PLC

By /s/ XXXX XXXXXXXX
---------------------
Title: Director

Address for Notices:

Barclays Bank Plc
c/o BZW
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx Xxxxx

Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000

Credit Agreement
92
SCHEDULE I

Commitments

Lenders Amount
------- ------

THE CHASE MANHATTAN BANK $15,625,000

BARCLAYS BANK PLC 15,625,000

ABN AMRO BANK N.V. 14,750,000

BANK OF AMERICA NT&SA 14,750,000

BANK OF MONTREAL 14,750,000

THE BANK OF NEW YORK 14,750,000

THE BANK OF NOVA SCOTIA 14,750,000

THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH 14,750,000

BANQUE NATIONALE DE PARIS 14,750,000

BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK
AKTIENGESELLSCHAFT,
NEW YORK BRANCH 14,750,000

CIBC INC. 14,750,000

CITIBANK, N.A. 14,750,000

CREDIT LYONNAIS
CHICAGO BRANCH 14,750,000

CREDIT SUISSE 14,750,000

DEUTSCHE BANK, AG -
CHICAGO BRANCH 14,750,000

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES 14,750,000

THE FIRST NATIONAL BANK
OF CHICAGO 14,750,000

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH 14,750,000

LTCB TRUST COMPANY 14,750,000

Schedule I
93
- 2 -

THE MITSUBISHI TRUST AND
BANKING CORPORATION 14,750,000

NATIONSBANK OF TEXAS, N.A. 14,750,000

ROYAL BANK OF CANADA 14,750,000

THE SANWA BANK, LIMITED
NEW YORK BRANCH 14,750,000

SOCIETE GENERALE 14,750,000

TORONTO-DOMINION (NEW YORK),
INC. 14,750,000

UNION BANK OF SWITZERLAND,
NEW YORK BRANCH 14,750,000

WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH 14,750,000

THE ASAHI BANK, LTD. 10,000,000

AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED 10,000,000

BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH 10,000,000

BANCA CRT S.P.A. 10,000,000

BANCA MONTE DEI PASCHI DI
SIENA SPA 10,000,000

BANCA NAZIONALE DEL LAVORO
S.P.A. - NEW YORK BRANCH 10,000,000

BANK AUSTRIA
AKTIENGESELLSCHAFT 10,000,000

BANK OF IRELAND 10,000,000

BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH 10,000,000

BHF-BANK AKTIENGESELLSCHAFT 10,000,000

Schedule I
94
- 3 -

CAISSE NATIONALE DE CREDIT
AGRICOLE (CNCA) 10,000,000

COMMERZBANK AG 10,000,000

COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE 10,000,000

COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH 10,000,000

CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY 10,000,000

THE DAI-ICHI KANGYO BANK, LTD. 10,000,000

EXPORT DEVELOPMENT CORPORATION 10,000,000

THE FIRST NATIONAL BANK
OF BOSTON 10,000,000

FLEET NATIONAL BANK 10,000,000

THE FUJI BANK, LIMITED
CHICAGO BRANCH 10,000,000

GULF INTERNATIONAL BANK B.S.C. 10,000,000

ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A. 10,000,000

KB FINANCIAL SERVICES (IRELAND) 10,000,000

LANDESBANK HESSEN-THURINGEN
GIROZENTRALE 10,000,000

XXXXXX BANK LTD.-
NEW YORK BRANCH 10,000,000

THE MITSUI TRUST AND BANKING
COMPANY, LIMITED 10,000,000

THE NIPPON CREDIT BANK, LTD. 10,000,000

THE NORTHERN TRUST COMPANY 10,000,000

Schedule I
95
- 4 -

PNC BANK, NATIONAL ASSOCIATION 10,000,000

THE SAKURA BANK, LIMITED 10,000,000

THE SUMITOMO TRUST &
BANKING CO., LTD.,
NEW YORK BRANCH 10,000,000

SWISS BANK CORPORATION,
NEW YORK BRANCH 10,000,000

THE TOKAI BANK, LIMITED 10,000,000

UNION BANK OF CALIFORNIA, N.A. 10,000,000

YASUDA TRUST & BANKING CO.,
LTD. 10,000,000

----------------

$750,000,000

Schedule I
96
SCHEDULE II

Applicable Lending Offices & Addresses for Notices

(1) THE CHASE MANHATTAN BANK

Applicable Lending Office:

Base Rate Loans:
The Chase Manhattan Bank
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxxxxxxx
The Chase Manhattan Bank
Agent Bank Services Group
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(2) BARCLAYS BANK PLC

Applicable Lending Office:

Base Rate Loans:
Barclays Bank PLC
BZW
000 Xxxxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxxxxx
Barclays Bank PLC
000 Xxxxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
97
- 2 -

(3) ABN AMRO BANK N.V.

Applicable Lending Office:

Base Rate Loans:
ABN Amro Bank, N.V., Chicago Branch
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx X. Xxxxxxxx
ABN Amro Bank, N.V.
Chicago Branch
000 Xxxxx XxXxxxx Xx.
Xxxxx 000
Xxxxxxx XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(4) THE ASAHI BANK, LTD.

Applicable Lending Office:

Base Rate Loans:
The Asahi Bank, Ltd.
0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx X. Xxxxx
The Asahi Bank, Ltd.
0 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
98
- 3 -

(5) AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

Applicable Lending Office:

Base Rate Loans:
Australia and New Zealand Banking Group Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxx
Australia and New Zealand Banking
Group Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(6) BANCA COMMERCIALE ITALIANA - NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Banca Commerciale Italiana
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

ii) Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxx
Banca Commerciale Italiana
Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
00
- 0 -

(0) XXXXX XXX S.P.A.

Applicable Lending Office:

Base Rate Loans:
Banca CRT S.p.A., New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
Banca CRT S.p.A., Cayman Branch
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxxxxx X. X'Xxxxx
Banca CRT S.p.A.,
NEW YORK BRANCH
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(8) BANCA MONTE DEI PASCHI DI SIENA SPA

Applicable Lending Office:

Base Rate Loans:
Banca Monte Dei Paschi Di Siena SpA
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx X. Xxxxx
Banca Monte Dei Paschi Di Siena SpA
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
100
- 5 -

(9) BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Banca Nazionale del Lavoro S.p.A. - New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxxxx
Banca Nazionale del Lavoro S.p.A.
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(10) BANK AUSTRIA AKTIENGESELLSCHAFT

Applicable Lending Office:

Base Rate Loans:
Bank Austria Aktiengesellschaft, New York Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
Bank Austria, Grand Cayman Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxxxxxx Xxxxxx
Bank Austria Aktiengesellschaft
New York Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
101
- 6 -

(11) BANK OF AMERICA NT&SA

Applicable Lending Office:

Base Rate Loans:
Bank of America NT&SA
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxxx
Bank of America NT&SA
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(12) BANK OF IRELAND

Applicable Lending Office:

Base Rate Loans:
Bank of Ireland International Finance
La Touche House, I.F.S.C., Xxxxxx Xxxxx Xxxxx
Xxxxxx 0, Xxxxxxx

Eurodollar Loans:
-same as above-

Address for Notices:

Niamf X'Xxxxx
Bank of Ireland International Finance
La Touche House, I.F.S.C.
Xxxxxx Xxxxx Xxxxx
Xxxxxx 0, Xxxxxxx

Telephone: (000 0) 000 0000
Fax: (000 0) 000 0000

Schedule II
102
- 7 -

(13) BANK OF MONTREAL

Applicable Lending Office:

Base Rate Loans:
Bank of Montreal
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxxxxx
Bank of Montreal
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000/1621

(14) THE BANK OF NEW YORK

Applicable Lending Office:

Base Rate Loans:
The Bank of New York
Xxx Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxxxxx
The Bank of New York
Xxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
103
- 8 -

(15) THE BANK OF NOVA SCOTIA

Applicable Lending Office:

Base Rate Loans:
The Bank of Nova Scotia
000 Xxxxxxxxx Xx. XX, Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxxxxxxxxxxx
The Bank of Nova Scotia
000 X. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(16) THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH

Applicable Lending Office:

Base Rate Loans:
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:
Xxxxx Xxxxxxxx
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
000 X. Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
104
- 9 -

(17) BANQUE NATIONALE DE PARIS

Applicable Lending Office:

Base Rate Loans:
Banque Nationale de Paris
000 X. XxXxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxxxx
Banque Nationale De Paris
000 X. XxXxxxx
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(18) BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Bayerische Hypotheken- und Wechsel-Bank
Aktiengesellschaft, New York Branch
Financial Square, 00 Xxx Xxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxxxx Xxxxxx
Bayerische Hypotheken- und Wechsel-Bank
Aktiengesellschaft, New York Branch
Financial Square, 00 Xxx Xxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
105
- 10 -

(19) BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH

Applicable Lending Office:

Base Rate Loans:
Bayerische Landesbank Girozentrale, Cayman Islands
Branch
000 Xxxxxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxxx Xxxxxxx
Bayerische Landesbank Girozentrale, Cayman Islands
Branch
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
106
- 11 -

(20) BHF-BANK AKTIENGESELLSCHAFT

Applicable Lending Office:

Base Rate Loans:
BHF-BANK AG, New York Branch
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000

Eurodollar Loans:
BHF-BANK AG, Grand Cayman Branch
x/x XXX-XXXX XX, XX Branch
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000

b) Address for Notices:

Xxxx X. Xxxxxxxxx
BHF-BANK Aktiengesellschaft
000 Xxxx Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
107
- 12 -

(21) CAISSE NATIONALE DE CREDIT AGRICOLE (CNCA)

Applicable Lending Office:

Base Rate Loans:
Caisse Nationale De Credit Agricole (CNCA)
00 X. Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
CNCA-Chicago
00 X. Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000

Address for Notices:

Xxxxxxx Xxxxxx
Caisse Nationale De Credit Agricole (CNCA)
00 X. Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
108
- 13 -

(22) CIBC INC.

Applicable Lending Office:

Base Rate Loans:
CIBC Inc.
Two Paces Ferry Road
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx XxXxxx
CIBC Inc.
Two Paces Ferry Road
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
109
- 14 -

(23) CITIBANK, N.A.

Applicable Lending Office:

Base Rate Loans:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx X. Xxxxx
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(24) COMMERZBANK AG

Applicable Lending Office:

Base Rate Loans:
Commerzbank Ag Grand Cayman Branch
2 World Financial Center
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxxxxxxxx
Commerzbank Ag Grand Cayman Branch
2 World Financial Center
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
110
- 15 -

(25) COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE

Applicable Lending Office:

Base Rate Loans:
Compagnie Financiere De Cic Et De L'Union Europeenne
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx X. Xxxx
Compagnie Financiere De Cic Et De L'Union Europeenne
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(26) CREDIT LOCAL DE FRANCE, NEW YORK AGENCY

Applicable Lending Office:

Base Rate Loans:
Credit Local de France
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxxxxx
Credit Local de France
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
111
- 16 -

(27) CREDIT LYONNAIS CHICAGO BRANCH

Applicable Lending Office:

Base Rate Loans:
Credit Lyonnais Chicago Branch
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxx
Credit Lyonnais Chicago Branch
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(28) CREDIT SUISSE

Applicable Lending Office:

Base Rate Loans:
Xxxxx Xxxxxx
Risk Management
Credit Suisse
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxxxxxx
cc: Xxxxxx Xxxxxx
Credit Suisse
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
112
- 17 -

(29) THE DAI-ICHI KANGYO BANK, LTD.

Applicable Lending Office

Base Rate Loans:
The Dai-Ichi Kangyo Bank, Ltd.
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxxxx
The Dai-Ichi Kangyo Bank, Ltd.
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(30) DEUTSCHE BANK AG - CHICAGO BRANCH

Applicable Lending Office:

Base Rate Loans:
Deutsche Bank AG, Chicago Branch
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
Deutsche Bank AG, Cayman Islands Branch
x/x Xxxxxxxx Xxxx XX, Xxx Xxxx Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxx Xxxxxxxx
Deutsche Bank AG, Chicago Branch
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
113
- 18 -

(31) DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

Applicable Lending Office:

Base Rate Loans:
Dresdner Bank
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxxx Xxxxx
Dresdner Bank (New York)
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(32) EXPORT DEVELOPMENT CORPORATION

Applicable Lending Office:

Base Rate Loans:
Export Development Corporation
000 X'Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0X0
Xxxxxx

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxxx
Export Development Corporation
000 X'Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0X0
Xxxxxx

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
114
- 19 -

(33) THE FIRST NATIONAL BANK OF BOSTON

Applicable Lending Office:

Base Rate Loans:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxxxx
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(34) THE FIRST NATIONAL BANK OF CHICAGO

Applicable Lending Office:

Base Rate Loans:
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx X. XxXxxxxx
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
115
- 20 -

(35) FLEET NATIONAL BANK

Applicable Lending Office:

Base Rate Loans:
Fleet National Bank
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx X. Xxxx
Fleet National Bank
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(36) THE FUJI BANK, LIMITED CHICAGO BRANCH

Applicable Lending Office:

Base Rate Loans:
The Fuji Bank, Limited Chicago Branch
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx X. Xxxxxx
THE Fuji Bank, Limited
Chicago Branch
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
116
- 21 -

(37) GULF INTERNATIONAL BANK B.S.C.

Applicable Lending Office:

Base Rate Loans:
Gulf International Bank B.S.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
Gulf International Bank B.S.C. Grand Cayman Branch
c/o New York Branch, 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxxxx X. Xxxxxxxxxxx
Gulf International Bank B.S.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000/2339

(38) THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
The Industrial Bank of Japan,
Limited, New York Branch
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxx
The Industrial Bank of Japan,
Limited, New York Branch
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
117
- 22 -

(39) ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A.

Applicable Lending Office:

Base Rate Loans:
Istituto Bancario San Paolo Di Torino S.p.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
Istituto Bancario San Paolo Di Torino Bahamas S.p.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxx Xxxxxx
Istituto Bancario San Paolo
Di Torino S.p.A.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(40) KB FINANCIAL SERVICES (IRELAND)

Applicable Lending Office:

Base Rate Loans:
KBFSI c/o Kredietbank N.V.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
KBFSI (Xxxx X'Xxxxx)
00 Xxxxxxx Xxxxxx
Xxxxxx 0, Xxxxxxx

Address for Notices:

Faicra Xxxxx/Xxxx Xxxxxx
KBFSI
IFSC House, Xxxxxxx Xxxxx Xxxx
Xxxxxx 0, Xxxxxxx

Telephone: (000) 00-00-000-0000
Fax: (000) 00-00-000-0000

Schedule II
118
- 23 -

(41) LANDESBANK HESSEN-THURINGEN GIROZENTRALE

Applicable Lending Office:

Base Rate Loans:
Landesbank Hessen-Thuringen Girozentrale
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxxxx X. XxXxxxxx
Landesbank Hessen-Thuringen
Girozentrale
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(42) LTCB TRUST COMPANY

Applicable Lending Office:

Base Rate Loans:
LTCB Trust Company
000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-
Address for Notices:

Xxxxxxx Xxxxxxxx
LTCB Trust Company
000 Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
119
- 24 -

(43) XXXXXX BANK LTD - NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Xxxxxx Bank Ltd - New York Branch
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-
Address for Notices:

Xxxxxxx X. Xxxxxxxx
Xxxxxx Bank Ltd,
New York Branch
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(44) THE MITSUBISHI TRUST AND BANKING CORPORATION

Applicable Lending Office:

Base Rate Loans:
The Mitsubishi Trust and Banking Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx Xxxx
The Mitsubishi Trust and
Banking Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000 or 000-0000

Schedule II
120
- 25 -

(45) THE MITSUI TRUST AND BANKING COMPANY, LIMITED

Applicable Lending Office:

Base Rate Loans:
THE Mitsui Trust and Banking Company, Limited
One World Financial Ctr, 21st Floor
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxx, Xx.
The Mitsui Trust and Banking
Company, Limited
One World Financial Center
21st Floor
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000/4170

(46) NATIONSBANK OF TEXAS, N.A.

Applicable Lending Office:

Base Rate Loans:
Nationsbank of Texas, N.A.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000

ii) Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxxx
Nationsbank of Texas, N.A.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
121
- 26 -

(47) THE NIPPON CREDIT BANK, LTD.

Applicable Lending Office:

Base Rate Loans:
The Nippon Credit Bank, Ltd.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxxxxxx
The Nippon Credit Bank, Ltd.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000

(48) THE NORTHERN TRUST COMPANY

Applicable Lending Office:

Base Rate Loans:
The Northern Trust Company
00 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx X. Xxxx
The Northern Trust Company
00 X. XxXxxxx Xxxxxx
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
122
- 27 -

(49) PNC BANK, NATIONAL ASSOCIATION

Applicable Lending Office:

Base Rate Loans:
PNC Bank, N.A.
000 Xxxxx Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxx Xxxxxxxxx
PNC Bank, N.A.
000 Xxxxx Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
123
- 28 -

(50) COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Rabobank Nederland, New York Branch
Corporate Services
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxx X. Xxxxxxx
Rabobank Nederland
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Xxxxxxxxx Xxxxxx
Rabobank Nederland
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
124
- 29 -

(51) ROYAL BANK OF CANADA

Applicable Lending Office:

Base Rate Loans:
Royal Bank of Canada, New York Branch
Financial Square, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000

Eurodollar Loans:
Royal Bank of Canada, New York Branch
Financial Square
00xx Xxxxx
Xxx Xxxx, XX 00000-0000

Address for Notices:

Royal Bank of Canada
New York Branch
Financial Square, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Manager, Credit Administration

Telephone: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Xxxx Xxxx
Royal Bank of Canada
Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
125
- 30 -

(52) THE SAKURA BANK, LIMITED

Applicable Lending Office:

Base Rate Loans:
The Sakura Bank, Limited, New York Branch
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000

Eurodollar Loans:
-same as above-

Address for Notices:

Xx. Xxxxxxxx Xxxxxxxx
The Sakura Bank, Limited,
New York Branch
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(53) THE SANWA BANK, LIMITED
NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
The Sanwa Bank, Limited
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxxxx X. Xxxxxxxx
The Sanwa Bank, Limited
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
126
- 31 -

(54) SOCIETE GENERALE

Applicable Lending Office:

Base Rate Loans:
Societe Generale
000 Xxxx Xxxxxxx Xxxxxx-Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxx
Societe Generale
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(55) THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxxxxxx
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
127
- 32 -

(56) SWISS BANK CORPORATION, NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Swiss Bank Corporation, New York Branch
000 Xxxxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxx
Swiss Bank Corporation,
New York Branch
000 Xxxxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(57) THE TOKAI BANK, LIMITED

Applicable Lending Office:

Base Rate Loans:
The Tokai Bank, Limited New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx Xxxxxxx
The Tokai Bank, Limited
New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
128
- 33 -

(58) TORONTO DOMINION (NEW YORK), INC.

Applicable Lending Office:

Base Rate Loans:
Toronto Dominion (New York), Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxxx Xxxxxx
The Toronto-Dominion Bank
000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(59) UNION BANK OF CALIFORNIA, N.A.

Applicable Lending Office:

Base Rate Loans:
Union Bank of California
000 X. Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxxx Xxxxxxx
Union Bank of California
000 X. Xxxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
129
- 34 -

(60) UNION BANK OF SWITZERLAND, NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Union Bank of Switzerland
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
Union Bank of Switzerland, New York Branch
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Address for Notices:

Xxxxxxx Xxxxx
Union Bank of Switzerland
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

(61) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

Applicable Lending Office:

Base Rate Loans:
Westdeutsche Landesbank Girozentrale,
New York Branch
0000 Xxxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

Xxxx X. Xxxx
Westdeutsche Landesbank
Girozentrale,
Chicago Rep. Xxxxxx
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
130
- 35 -

(62) YASUDA TRUST & BANKING CO., LTD.

Applicable Lending Office:

Base Rate Loans:
Yasuda Trust & Banking Co., Ltd.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000

Eurodollar Loans:
-same as above-

Address for Notices:

DoHoon Xxx
Xxxxxx Trust & Banking Co., Ltd.
000 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000

Telephone: (000) 000-0000
Fax: (000) 000-0000

Schedule II
131
SCHEDULE III

Litigation

None.

Schedule III
132
SCHEDULE IV

LLC Membership Interests & Equity Rights

Part A -- Members:

See attached Annex B from the Iridium LLC Limited Liability Company Agreement.

On the closing date Motorola will receive one Series B Class 2 Interest and 75
Series C Class 2 Interests

Part B -- Equity Rights:

Iridium LLC has issued or intends to issue the following Equity Rights:

1. A warrant to Motorola (the "Motorola Warrant") to purchase Series M
Class 2 Interests, the designations of which are as set forth in
Section 4.04 of the LLC Agreement.

2. Warrants to certain Members to purchase in the aggregate 68,427 Class
1 Interests.

3. Series A Class 2 Interests, the designations of which are as set forth
in Section 4.05 of the LLC Agreement and which are convertible into
Class 1 Interests.

4. The Company is authorized to issue warrants to purchase up to 150,000
Class 1 Interests to guarantors of its obligations under this Credit
Agreement.

5. The Company is authorized to issue warrants to purchase up to 122,200
Class 1 Interests to gateway territory owners.

Schedule IV

133
ANNEX B

INTERESTS

Series M Series A Series B Series C
Class 1 Convertible Class 2 Class 2 Class 2
Name and Business Address Interests Class 2 Interests Interests Interests Interests
------------------------- --------- ----------------- --------- --------- ---------

BCE Mobile Communications, Inc. -- -- 8,000 -- --
0000 Xxxxx Xxxxxx Xxxxxxx
XX - Xxxxxxx, Xxxxxx
Xxxxxx

Iridium Africa Corporation 40,000 -- -- -- --
c/o Mawarid Services (UK) Ltd.
Barkeley Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX Xxxxxxx

Iridium Andes-Caribe 2,000 -- -- -- --
Ed. Maploca II - Piso 0
Xx. Xxxxxxxxx xx Xxx Xxxxxxxx xx Xxxxxxx
Caracas, Venezuela

Iridium Brasil S/A 2,523 -- -- -- --
CX. Xxxxxx 0000
00000 - Xxxxxxxx - XX -
Xxxxxx

Iridium Canada, Inc. 70,000 -- -- -- --
c/o BCE Mobile
00 Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0

Iridium China (Hong Kong) Ltd. 70,000 -- -- -- --
12/F Conic Investment Xxxxxxxx
00 Xxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxx Xxxx

Iridium Middle East Corporation 80,000 -- -- -- --
c/o Carlyle International
0000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000

ANNEX B
134
- 2 -

-or-

c/o Mawarid Services (UK) Ltd.
Berkeley Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX Xxxxxxx

Iridium India Telecom Limited 70,000 -- -- -- --
c/o Industrial Development Bank of India
XXXX Xxxxx, Xxxxx Xxxxxx
Xxxxxx - 000 000 Xxxxx

Iridium SudAmerica Corporation 140,000 -- -- -- --
Ed. Maploca II - Piso 0
Xx. Xxxxxxxxx xx Xxx Xxxxxxxx xx Xxxxxxx
Caracas, Venezuela

Khrunichev State Research and
Production Space Center 70,000 -- 11,775 -- --
00, Xxxxxxxxxxxxxx Xx.
Xxxxxx 000000
Russian Federation

Korea Mobile Telecommunications
Corporation 70,000 -- 11,775 -- --
6th Floor, Namsan Green Xxxxxxxx 000
0-xx, Xxxxxxxxxxx
Xxxxx-xxx, Xxxxx Xxxxx

Lockheed Xxxxxx Corporation 20,000 -- -- -- --
0000 Xxxxxxxx Xxx
ORGN 00-00, Xxxx. 000
Xxxxxxxxx, XX 00000

Motorola, Inc. 318,919 -- -- -- --
0000 Xxxx Xxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000

Nippon Iridium (Bermuda) Limited 210,000 -- -- -- --
c/o NIPPON IRIDIUM CORPORATION

ANNEX B
135
- 3 -

Xxxxxxxxxx XX Xxxxxxxx 0
Xxxxxxxxxx Xxxxxxx-xx
Xxxxx 000 Xxxxx

Pacific Electric Wire & Cable, Co., Ltd. 70,000 -- -- -- --
0xx Xxxxx, Xxxxxxx Xxxxxxxxxx Xxxx.
000, Xxxxx Xxxxx Xxxx Xxxx, Xxxxxxx 0
Xxxxxx 000, Xxxxxx

Raytheon Company 12,000 -- -- -- --
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000

STET - Societa Finanziaria Telefonica 60,000 -- -- -- --
per Azioni
c/o Telecom Italia SpA
Xxx Xxxxxxxx 000
00000 Xxxx Xxxxx

Sprint Iridium, Inc. 70,000 -- 11,775 -- --
0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000

Thai Satellite Telecommunications Co., 70,000 -- -- -- --
Ltd.
c/o United Communication
Industry Co. Ltd.
00 Xxxxxxxxxxxx Xx.
Soi 00 Xxxxxxxxx
Xxxxxxx 00000, Xxxxxxxx

VEBACOM Holdings, Inc. 165,705 -- -- -- --
x/x XXXXXXX XxxX
Xx. Xxxxxxxxx 00
X-00000 Xxxxxxxxxx Xxxxxxx

Totals 1,611,147 -- 43,325 -- --

ANNEX B
136
SCHEDULE V

Subsidiaries and Investments

[See Sections 7.13 and 8.08(a)]

Part A -- Subsidiaries:

None.

Part B -- Other Investments:

None.

Schedule V
137
SCHEDULE VI

Indebtedness

[See Section 8.07(b)]

1. $480,150,000 principal amount at maturity of 14 1/2% Senior
Subordinated Discount Notes Due 2006 owing to members of Iridium LLC
or affiliates of such members.

Schedule VI

Document Metadata

Table of Contents

CREDIT AGREEMENT Dated as of August 21, 1996

Document Metadata