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EXHIBIT 10.42
(EXHIBIT J TO THE CREDIT AGREEMENT)
[FORM OF BORROWING REQUEST]
BORROWING REQUEST
Reference is made to the Credit Agreement dated as of December
19, 1997 (as amended, supplemented or otherwise modified and in effect from time
to time, the "Credit Agreement") among Iridium Operating LLC, a Delaware limited
liability company (the "Company"), the lenders party thereto as Lenders (the
"Lenders"), Chase Securities Inc. and Barclays Capital, the investment banking
division of Barclays Bank PLC, as the Global Arrangers, The Chase Manhattan
Bank, as Administrative Agent (the "Administrative Agent") and as Collateral
Agent and Barclays Bank PLC, as Documentation Agent. Unless otherwise defined in
this Certificate, capitalized terms used but not defined herein shall have the
meanings given to such terms in the Credit Agreement.
The Company hereby requests a Borrowing from Lenders under the
Credit Agreement as follows:
1. The aggregate principal amount of such Borrowing:
$__________
2. The date of such Borrowing: ____________, 199_
3. Such Borrowing is a (check one): __ ABR Borrowing
__ Eurodollar Borrowing
4. If such Borrowing is a Eurodollar Borrowing, the
initial Interest Period therefor is _______ month(s).
The undersigned officer, in his/her capacity as an officer of
the Company, and Company certify that:
(i) the representations and warranties of the Company set
forth in the Credit Agreement and of the Company and each other Credit
Party set forth in each of the other Credit Documents to which it is a
party are true and correct on and as of the date hereof to the same
extent as though made on and as of the date hereof, except to the
extent such representations and warranties are stated to have been made
solely as of an earlier date, in which case such representations and
warranties were true and correct on and as of such earlier date;
(ii) to the best knowledge of the Company, the representations
and warranties of each Project Party (other than any Credit Party) set
forth in each of the Credit Documents to which such other Project Party
is a party are true and correct on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the
Borrowing Request
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extent such representations and warranties are stated to have been made
solely as of an earlier date, in which case such representations and
warranties were true and correct on and as of such earlier date;
(iii) at time of and immediately after giving effect to such
Borrowing, no Default has occurred and is continuing;
(iv) after giving effect to such Borrowing, the aggregate
Exposure of the Lenders will not exceed the Commitments;
(v) each condition precedent specified in Appendix 2 to the
Credit Agreement that is required to be satisfied on or prior to the
date of such Borrowing has been satisfied as of the date hereof (or
will be satisfied on the date of such Borrowing);
(vi) the proceeds of the Loans from the Borrowing will be used
for the payment of the Project Costs within 30 days after the Borrowing
Date within the categories specified in Schedule I; and
(vii) the aggregate Project Costs for the Budget Period do not
exceed an aggregate amount equal to the aggregate Project Costs for
such period set forth in the Initial Approved Budget plus $75,000,000.
Dated: ________, 199_ IRIDIUM OPERATING LLC
By___________________
Name:
Title:
Borrowing Request
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Schedule I
to Borrowing Request
Project Costs
Category Amount
1. Space System Contract $____________
2. O&M Contract $____________
3. Terrestrial Network
Development Contract $____________
4. Debt Service and Other
Financing Costs $____________
5. Other $____________
TOTAL: $____________
Borrowing Request
