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EXHIBIT 10.41
(EXHIBIT I-3 TO THE CREDIT AGREEMENT)
[FORM OF PROGRESS CERTIFICATE]
PROGRESS CERTIFICATE
The Chase Manhattan Bank,
as Administrative Agent
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Attention: Loan and Agency Services Group
Reference is made herein to the Credit Agreement (as amended,
supplemented and otherwise modified and in effect from time to time, the "Credit
Agreement") dated as of December [__], 1997 among Iridium Operating LLC, a
Delaware limited liability company (the "Company"), the lenders party thereto,
Chase Securities Inc. and Barclays Capital, the investment banking division of
Barclays Bank PLC, as Global Arrangers, The Chase Manhattan Bank, as
Administrative Agent and as Collateral Agent, and Barclays Bank PLC, as
Documentation Agent. Capitalized terms used but not defined herein have the
meanings given to such terms in the Credit Agreement. This Certificate is being
delivered to the Administrative Agent pursuant to Article IV of the Credit
Agreement.
In connection with the Borrowing by the Company of Loans (the
"Borrowing") on [INSERT DATE OF BORROWING AS REFLECTED IN THE RELATED BORROWING
REQUEST] (the "Borrowing Date"), the undersigned hereby certifies that:
1. Commercial Activation has occurred.
2. (a) Each of the regulatory requirements specified in Annex
A to Appendix 2 to the Credit Agreement that is required to be
satisfied for the "Post-Commercial Activation Stage (as referred to in
said Annex A) on or prior to the Borrowing Date has been, and remains,
satisfied as of the Borrowing Date. Set forth in Schedule I to this
Progress Certificate is, as of the Borrowing Date, (i) a list of
countries for which L-based spectrum licenses ("L-band Licenses") for
the Project have been obtained (each a "L-band License Country") and
for which a legal opinion satisfying the requirement under paragraph
3(b) below is attached, (ii) a list of service provider agreements
which have been entered into and continue in effect, (iii) a list of
roaming agreements which have been entered into and continue in effect
(in the case of the agreements referred to in clauses (ii) and (iii),
specifying the date and counterparty or counterparties of each such
agreement and the jurisdiction), (iv) a list of non-gateway countries
for which agreements are in place for the
Progress Certificate (Post-Commercial Activation)
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interconnection of the IRIDIUM system with the PSTN in that country and
(v) a list of countries for which the existing service provider
agreements and/or roaming agreements provide national sales
distribution for IRIDIUM services.
(b) Attached hereto are copies of the opinions of
legal counsel for each for each L-band License Country (other than
those previously delivered to the Administrative Agent with a Progress
Certificate) confirming, each as of a recent date, that the L-band
License in such country has been obtained. The Company is not aware of,
nor does it have any reason to believe that there has occurred, any
adverse change in the status of any such L-band License.
(c) As shown on Schedule I to this Progress
Certificate, as of the Borrowing Date, (i) the L-band License Countries
constitute countries projected to generate at least 72.5% of the
Company's revenues as set forth in the Iridium Financial Projections,
(ii) not less than 75% of the revenues referred to in sub-clause (i)
above are projected to be from countries for which service provider
agreements and/or roaming agreements providing for a national sales
distribution for the IRIDIUM services (in compliance with the
requirements set forth in Attachment 3 to Annex A to Appendix 2)
are currently in effect.
(d) With respect to each of the countries listed in
Part 4 of Schedule I to this Progress Certificate all Governmental
Approvals necessary for commercial operation of the IRIDIUM System in
such countries have been received, attached hereto is evidence thereof.
4. The Company is in compliance with its obligations under
Section 8.04 of the Credit Agreement as of the Borrowing Date. Set
forth in Schedule II to this Project Certificate is a list of the
sources of funding currently committed or available to the Company that
satisfy the requirements of said Section 8.04.
Progress Certificate (Post-Commercial Activation)
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IN WITNESS WHEREOF, the Company has caused this Progress
Certificate to be executed by a Responsible Officer this [__] day of [________],
1998(1).
IRIDIUM OPERATING LLC
By:________________________________
Its [_________________]
_______________
1 Each Progress Certificate is to be dated the date of the relevant
Borrowing.
Progress Certificate (Post-Commercial Activation)
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Schedule I
to Progress Certificate
Regulatory Conditions
1. Countries with L-band spectrum licenses
Country % of Iridium Business
Plan Revenues
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Totals: %
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2 Schedule I
to Progress Certificate
2. Service Provider Agreements
Country Counterparty Date
TOTAL NUMBER OF SERVICE PROVIDER AGREEMENTS:
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-3- Schedule I
to Progress Certificate
3. Roaming Agreements
Country Counterparty Date
TOTAL NUMBER OF ROAMING AGREEMENTS:
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- 4 - Schedule I
to Progress Certificate
4. PSTN Access In Non-Gateway Countries
Country
TOTAL: ______
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- 5 - Schedule I
to Progress Certificate
5. Countries with National Sales Distribution Network
Country
TOTAL: ______
Progress Certificate (Post-Commercial Activation)
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Schedule II
to Progress Certificate
Funding Sources
[To be completed by the Company]
Progress Certificate (Post-Commercial Activation)
