1
EXHIBIT 4.5.2
IRIDIUM OPERATING LLC
as Successor To
IRIDIUM LLC
11 1/4% Senior Notes due 2005, Series C
Guaranteed by Iridium Roaming LLC and Iridium IP LLC
--------------------------------------------
FIRST SERIES C NOTE SUPPLEMENTAL INDENTURE
Dated as of December 19, 1997
--------------------------------------------
State Street Bank and Trust Company,
Trustee
--------------------------------------------
Supplementing the Series C Note Indenture Dated
as of October 17, 1997 among Iridium LLC, Iridium Capital Corporation,
Iridium Roaming LLC, Iridium IP LLC and
State Street Bank and Trust Company, Trustee
2
This FIRST SERIES C NOTE SUPPLEMENTAL INDENTURE, dated as of
December 19, 1997 (the "Supplemental Indenture"), is made by and among Iridium
LLC, a Delaware limited liability company ("Iridium"), Iridium Operating LLC, a
Delaware limited liability company ("Operating"), Iridium Capital Corporation, a
Delaware corporation ("Capital"), Iridium Roaming LLC, a Delaware limited
liability company ("Roaming"), Iridium IP LLC, a Delaware limited liability
company ("IP") and State Street Bank and Trust Company, as Trustee (the
"Trustee").
WHEREAS, Iridium, Capital, Roaming and IP have heretofore made,
executed and delivered to the Trustee an Indenture, dated as of October 17, 1997
(the "Indenture"), between Iridium, Capital, Roaming and IP and the Trustee,
providing for the issuance by Iridium and Capital of up to $300,000,000
aggregate principal amount of 11 1/4% Senior Notes Due 2005, Series C (the
"Series C Notes") and the guarantee of the Series C Notes by Roaming and IP (the
"Guarantees" and, together with the Notes, the "Securities"). Capitalized terms
used herein but not defined herein shall have the meanings ascribed thereto in
the Indenture.
WHEREAS, in connection with the closing of a Bank Credit Agreement
and contemporaneously with the execution of this Supplemental Indenture, Iridium
will convey or transfer substantially all of its assets to Operating, a
Wholly-Owned Restricted Subsidiary of Iridium, in order to facilitate the pledge
of such assets to the agent for the lenders under such Bank Credit Agreement.
Such conveyance or transfer by Iridium of substantially all of its assets to
Operating being an Asset Drop-Down Transaction.
3
WHEREAS, Section 5.01 of the Indenture provides that in the event of
an Asset Drop-Down Transaction, the Wholly-Owned Restricted Subsidiary of
Iridium to which substantially all or all of the assets of Iridium are conveyed
or transferred, shall expressly assume, by a supplemental indenture to the
Indenture, executed and delivered to the Trustee in form satisfactory to the
Trustee, all the obligations of Iridium under this Indenture.
WHEREAS, upon the consummation of such Asset Drop-Down Transaction
Operating shall be a Successor Company.
WHEREAS, Section 5.01 of the Indenture provides that, in connection
with the Asset Drop-Down Transaction, (i) the Successor Company shall succeed,
and be substituted for, and may exercise every right and power of, Iridium under
the Indenture and the Securities and (ii) Iridium shall be released from all
obligations and covenants under the Indenture and the Securities.
WHEREAS, Section 9.01 of the Indenture provides that the Note
Issuers, the Guarantor Subsidiaries and the Trustee may amend the Indenture or
the Securities without notice to, or consent of, any Holder in order to comply
with Article V.
WHEREAS, Operating is executing and delivering to the Trustee this
Supplemental Indenture in accordance with Section 5.01 of the Indenture.
WHEREAS, all acts and things necessary to make this Supplemental
Indenture a valid, binding and legal agreement according to its terms have been
done and performed, including the delivery by Iridium to the Trustee of an
Officer's Certificate and
-2-
4
an Opinion of Counsel, each stating that the conveyance or transfer of
substantially all or all of the assets of Iridium to Operating complies with the
Indenture.
WHEREAS, the execution of this Supplemental Indenture has in all
respects been duly authorized.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Operating hereby covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders, as follows:
1. Operating hereby expressly assumes, from and after October 17,
1997, the due and punctual payment of the principal of and interest on all the
Securities and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed or observed by Iridium
under the Indenture. Operating is a limited liability company organized and
existing under the laws of the State of Delaware.
2. Operating shall, from and after October 17, 1997, by virtue of
the aforesaid assumption and the delivery of this Supplemental Indenture,
succeed to, and be substituted for, and may exercise every right and power, and
be subject to all the duties and obligations, of Iridium under the Indenture and
the Securities with the same effect as if Operating had been named as Iridium in
the Indenture and the Securities.
-3-
5
3. Iridium shall, from and after the date hereof, by virtue of the
aforesaid assumption by Operating and the delivery of this Supplemental
Indenture, be released from all obligations and covenants under the Indenture
and the Securities.
4. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
5. This Supplemental Indenture supplements the Indenture and shall
be a part and subject to all the terms thereof. Except as supplemented hereby,
the Indenture shall continue in full force and effect.
6. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York but without giving effect to
applicable principles of conflicts of laws to the extent that the application of
the laws of another jurisdiction would be required thereby.
7. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
8. This Supplemental Indenture shall be effective as of the date
hereof.
9. The recitals contained herein shall be taken as statements of
Operating and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.
-4-
6
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
IRIDIUM LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
IRIDIUM OPERATING LLC
By: /s/ X. Xxxxxx Xxxxxx
------------------------
Name: X. Xxxxxx Xxxxxx
Title: Vice President, Secretary and
General Counsel
IRIDIUM CAPITAL CORPORATION
By: /s/ X. Xxxxxx Xxxxxx
------------------------
Name: X. Xxxxxx Xxxxxx
Title: Vice President, Secretary and
General Counsel
IRIDIUM IP LLC
By: /s/ X. Xxxxxx Xxxxxx
------------------------
Name: X. Xxxxxx Xxxxxx
Title: Vice President, Secretary and
General Counsel
IRIDIUM ROAMING LCC
By: /s/ X. Xxxxxx Xxxxxx
------------------------
Name: X. Xxxxxx Xxxxxx
Title: Vice President, Secretary and
General Counsel
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxx X. Xx
------------------------
Name: Xxx X. Xx
Title: Assistant Vice President
-5-
