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EXHIBIT 99.1
LETTER OF TRANSMITTAL
IRIDIUM OPERATING LLC
IRIDIUM CAPITAL CORPORATION
IRIDIUM FACILITIES CORPORATION
IRIDIUM ROAMING LLC
IRIDIUM IP LLC
OFFER TO EXCHANGE
$1,000 IN PRINCIPAL AMOUNT OF 11 1/4% SENIOR NOTES DUE 2005, SERIES C/EN
FOR EACH
$1,000 IN PRINCIPAL AMOUNT OF 11 1/4% SENIOR NOTES DUE 2005, SERIES C
PURSUANT TO THE PROSPECTUS
DATED ______________, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________, 1998, UNLESS THE OFFER IS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
State Street Bank and Trust Company
BY HAND OR OVERNIGHT DELIVERY: BY REGISTERED OR CERTIFIED MAIL:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
Two International Plaza, Fourth Floor Post Office Box 778
Boston, Massachusetts 02102-0078 Boston, Massachusetts 02102-0078
NEW YORK DROP LOCATION:
State Street Bank and Trust Company, N.A.
61 Broadway
Concourse Level, Corporate Trust Window
New York, New York 10006
FOR INFORMATION CALL:
(800) 531-0368
FACSIMILE TRANSMISSIONS:
(617) 664-5371
(Eligible Institutions Only)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
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Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus (as defined below). As used herein, the
term "holder" means a holder of Original Notes (as defined below), including
any participant ("DTC Participant") in the book-entry transfer facility system
of The Depository Trust Company ("DTC"), whose name appears on a security
position listing as the owner of the Original Notes. As used herein, the term
"Certificates" means physical certificates representing Original Notes.
To participate in the Exchange Offer (as defined below), holders must
tender by (a) book-entry transfer pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--How to Tender" or (b) forwarding
Certificates herewith. Holders who are DTC Participants tendering by
book-entry transfer must execute such tender through the Automated Tender Offer
Program ("ATOP") of DTC. A holder using ATOP should transmit its acceptance to
DTC on or prior to the Expiration Date (as defined in the Prospectus). DTC
will verify such acceptance, execute a book-entry transfer of the tendered
Original Notes into the account of State Street Bank and Trust Company (the
"Exchange Agent") at DTC and then send to the Exchange Agent a book-entry
confirmation (as defined below), including an Agent's Message (as defined
below) confirming that DTC has received an express acknowledgment from such
holder that such holder has received and agrees to be bound by this Letter of
Transmittal and that the Issuer (as defined below) and the Guarantors (as
defined below) may enforce this Letter of Transmittal against such holder. The
book-entry confirmation must be received by the Exchange Agent in order for the
tender relating thereto to be effective. Book-entry transfer to DTC in
accordance with DTC's procedures does not constitute delivery of the book-entry
confirmation to the Exchange Agent.
If the tender is not made through ATOP, Certificates, as well as this
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date in order for
such tender to be effective.
Holders of Original Notes whose Certificates for such Original Notes
are not immediately available or who cannot deliver their Certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on or prior
to the Expiration Date, must tender their Original Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- How to
Tender -- Guaranteed Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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DESCRIPTION OF ORIGINAL NOTES TENDERED
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PRINCIPAL NUMBER OF BENEFICIAL
PRINCIPAL AMOUNT OF AMOUNT OF ORIGINAL HOLDERS
NAME AND ADDRESS OF ORIGINAL NOTES NOTES TENDERED (IF FOR WHICH ORIGINAL
REGISTERED HOLDER (PLEASE CERTIFICATE TENDERED (IF ALL LESS THAN ALL ARE NOTES
FILL IN IF BLANK) NUMBERS* ARE TENDERED) TENDERED)** ARE HELD
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$ $
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$ $
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$ $
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TOTAL AMOUNT TENDERED $ $
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* Need not be completed by book-entry holders.
** All Original Notes held shall be deemed tendered unless a lesser
number is specified in this column.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (defined in
Instruction 1) ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Account Number:
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Transaction Code Number:
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name of Registered Holder:
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:
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DTC Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND NON-EXCHANGED OR UNTENDERED ORIGINAL NOTES ARE TO BE
RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
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Address:
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Area Code and Telephone Number: Contact Person:
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to Iridium Operating LLC, a Delaware limited
liability company ("Iridium"), Iridium Capital Corporation, a Delaware
corporation and wholly-owned subsidiary of Iridium ("Capital," and, together
with Iridium, the "Issuers"), Iridium Facilities Corporation, a Delaware
corporation and wholly-owned subsidiary of Iridium ("Facilities"), Iridium
Roaming LLC, a Delaware limited liability company and wholly-owned subsidiary
of Iridium ("Roaming"), and Iridium IP LLC, a Delaware limited liability
company and wholly-owned subsidiary of Iridium ("IP," and, together with
Facilities and Roaming, the "Guarantors") the above-described aggregate
principal amount of the Issuers' 11 1/4 % Senior Notes due 2005, Series C (the
"Original Notes") for a like aggregate principal amount of the Issuers' 11 1/4%
Senior Notes Due 2005, Series C/EN (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
upon the terms and subject to the conditions set forth in (i) the Prospectus
dated _____, 1998 (as the same may be amended or supplemented from time to
time, the "Prospectus"), receipt of which is acknowledged, and (ii) this Letter
of Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
Subject to and effective upon the acceptance for exchange of all or
any portion of the Original Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Issuers all right, title and interest in and to such Original
Notes as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Issuers and the Guarantors in connection with the Exchange Offer) with respect
to the tendered Original Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver Certificates for Original Notes to the Issuers together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuers, upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Notes to be issued in exchange for such Original Notes, (ii)
present Certificates for such Original Notes for transfer, and to transfer the
Original Notes on the books of the Issuers, and (iii) receive for the account
of the Issuers all benefits and otherwise exercise all rights of beneficial
ownership of such Original Notes, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED
HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL NOTES TENDERED HEREBY AND TO ACQUIRE EXCHANGE NOTES ISSUABLE UPON
EXCHANGE OF SUCH TENDERED ORIGINAL NOTES, AND THAT, WHEN THE ORIGINAL NOTES
ARE ACCEPTED FOR EXCHANGE, THE ISSUERS WILL ACQUIRE GOOD, MARKETABLE AND
UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES
AND ENCUMBRANCES, AND THAT THE ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT
TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE
AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE ISSUERS, THE GUARANTORS OR
THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE,
ASSIGNMENT AND TRANSFER OF THE ORIGINAL NOTES TENDERED HEREBY, AND THE
UNDERSIGNED WILL COMPLY WITH ANY OBLIGATIONS IT MAY HAVE UNDER THE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED FURTHER AGREES THAT ACCEPTANCE
OF ANY TENDERED ORIGINAL NOTES BY THE ISSUERS AND THE ISSUANCE OF EXCHANGE
NOTES IN EXCHANGE THEREFOR SHALL CONSTITUTE PERFORMANCE IN FULL BY THE ISSUERS
AND GUARANTORS OF THEIR OBLIGATIONS UNDER THE EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT AND THAT THE ISSUERS AND GUARANTORS SHALL HAVE NO FURTHER OBLIGATIONS
OR LIABILITIES THEREUNDER (EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES). THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the
Original Notes tendered hereby should be printed above, if they are not already
set forth above, as they appear on the Certificates representing such Original
Notes. The
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Certificate number(s) of the Original Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
If tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates of such nonexchanged
or untendered Original Notes will be returned (or, in the case of Original
Notes tendered by book-entry transfer, such Original Notes will be credited to
an account maintained at DTC), without expense to the tendering holder,
promptly following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant to
any one of the procedures described under "The Exchange Offer --How to Tender"
in the Prospectus and in the instructions herein will, upon the Issuers' and
the Guarantors' acceptance for exchange of such tendered Original Notes,
constitute a binding agreement between the undersigned, the Issuers and the
Guarantors upon the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Issuers and the Guarantors may not be required to accept for
exchange any of the Original Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that the Exchange
Notes be issued in the name(s) of the undersigned or, in the case of a
book-entry transfer of Original Notes, that such Exchange Notes be credited to
the account indicated above maintained at DTC. If applicable, substitute
Certificates representing Original Notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Original Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below, the undersigned hereby directs that the Exchange
Notes be delivered to the undersigned at the address shown below the
undersigned's signature.
BY TENDERING ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL,
THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE ISSUERS OR THE GUARANTORS WITHIN THE MEANING OF RULE 405
UNDER THE SECURITIES ACT, (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE
UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III)
THE UNDERSIGNED IS NOT ENGAGED IN, DOES NOT INTEND TO ENGAGE IN AND HAS NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN
THE EXCHANGE OFFER, (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES, AND (V) IF
THE UNDERSIGNED IS A BROKER-DEALER SUCH ORIGINAL NOTES HELD BY IT ARE HELD ONLY
AS A NOMINEE AND NOT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES. BY TENDERING ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER AND
EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF ORIGINAL NOTES WHICH IS A
BROKER-DEALER THAT WILL RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE
FOR ORIGINAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING OR OTHER
TRADING ACTIVITIES REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE
LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE
SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH ORIGINAL
NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH
ORIGINAL NOTES WERE ACQUIRED BY SUCH BROKER-DEALER AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A PROSPECTUS (AS
AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE
SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE NOTES (PROVIDED
THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER
WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF
THE SECURITIES ACT).
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THE ISSUERS AND THE GUARANTORS HAVE AGREED THAT, SUBJECT TO THE
PROVISIONS OF THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS,
AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A
PARTICIPATING BROKER-DEALER IN CONNECTION WITH RESALES OF EXCHANGE NOTES
RECEIVED IN EXCHANGE FOR ORIGINAL NOTES, WHERE SUCH ORIGINAL NOTES WERE
ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING THE
EARLIER OF (I) 180 DAYS AFTER THE EXPIRATION DATE AND (II) WHEN ALL SUCH
EXCHANGE NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. ANY
PERSON, INCLUDING ANY PARTICIPATING BROKER-DEALER, WHO IS AN AFFILIATE MAY NOT
RELY ON SUCH INTERPRETIVE LETTERS AND MUST COMPLY WITH THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY
RESALE TRANSACTION. IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER WHO
ACQUIRED ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES, BY TENDERING SUCH ORIGINAL NOTES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM
THE ISSUERS OR THE GUARANTORS OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY
OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED IN THE PROSPECTUS UNTRUE IN ANY
MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY
REFERENCE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN
THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE
PROSPECTUS UNTIL THE ISSUERS AND THE GUARANTORS HAVE AMENDED OR SUPPLEMENTED
THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAVE FURNISHED
COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING
BROKER-DEALER, OR ANY OF THE ISSUERS OR THE GUARANTORS HAS GIVEN NOTICE THAT
THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE. IF THE
ISSUERS GIVE SUCH NOTICE TO SUSPEND THE SALE OF THE EXCHANGE NOTES, THEY SHALL
EXTEND THE 180-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING
BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE
OF EXCHANGE NOTES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING
THE DATE OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN
PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE EXCHANGE NOTES OR TO AND
INCLUDING THE DATE ON WHICH THE ISSUERS HAVE GIVEN NOTICE THAT THE SALE OF
EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers and Guarantors to be necessary or desirable to
complete the sale, assignment and transfer of the Original Notes tendered
hereby.
Holders of Original Notes whose Original Notes are accepted for
exchange will not receive any interest on such Original Notes, and the
undersigned hereby waives the right to receive any interest on such Original
Notes in connection with the Exchange Offer.
All authority herein conferred or agreed to be conferred in this
Letter of Transmittal shall survive the death or incapacity of the undersigned
and any obligation of the undersigned hereunder shall be binding upon the
heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, this tender is irrevocable.
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HOLDERS SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by the registered holder exactly as name(s) appear(s)
on Certificates for the Original Notes hereby tendered or on a security
position listing, or by any person authorized to become the registered holder
by endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the
Issuers, the Guarantors, the Trustees for the Original Notes or the Exchange
Agent to comply with the restrictions on transfer applicable to the Original
Notes). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary
capacity or representative capacity, please set forth the signer's full title.
See Instruction 5.
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(SIGNATURE OF HOLDER)
Date: , 1998
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Name:
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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GUARANTEE OF SIGNATURE
(SEE INSTRUCTIONS 2 AND 5)
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(AUTHORIZED SIGNATURE)
Date: , 1998
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Name of Firm:
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes and/or any Original Notes that are
not tendered are to be issued in the name of someone other than the registered
holder of the Original Notes whose name appears above.
Issue
[ ] Exchange Notes
[ ] Original Notes not tendered
to:
Name:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Notes and/or any Original Notes that are
not tendered are to be sent to someone other than the registered holder of the
Original Notes whose name appears above, or to such registered holder at an
address other than that shown above.
Mail
[ ] Exchange Notes
[ ] Original Notes not tendered
to:
Name:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. BOOK-ENTRY TRANSFER; DELIVERY OF LETTER OF TRANSMITTAL AND
CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. To tender in the Exchange Offer,
holders must tender by (a) forwarding Certificates herewith or (b) book-entry
transfer pursuant to the procedures set forth in "The Exchange Offer -- How to
Tender" in the Prospectus. Holders who are DTC Participants tendering by
book-entry transfer must execute such tender through DTC's ATOP system. A
holder using ATOP should transmit its acceptance to DTC on or prior to the
Expiration Date. DTC will verify such acceptance, execute a book-entry
transfer of the tendered Original Notes into the Exchange Agent's account at
DTC and then send to the Exchange Agent a book-entry confirmation, including an
Agent's Message confirming that DTC has received an express acknowledgment from
such holder that such holder has received and agrees to be bound by this Letter
of Transmittal and that the Guarantors and the Issuers may enforce this Letter
of Transmittal against such holder. The book-entry confirmation must be
received by the Exchange Agent in order for the tender relating thereto to be
effective. Book-entry transfer to DTC in accordance with DTC's procedures does
not constitute delivery of the book-entry confirmation to the Exchange Agent.
If the tender is not made through ATOP, Certificates, as well as this
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date in order for
such tender to be effective. The term "book-entry confirmation" means a timely
confirmation of a book-entry transfer of Original Notes into the Exchange
Agent's account at DTC. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part of
a book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by the Letter of
Transmittal (including the representations contained herein) and that the
Guarantors and the Issuers may enforce the Letter of Transmittal against such
participant.
Holders who wish to tender their Original Notes and (i) whose
Certificates for Original Notes are not immediately available, (ii) who cannot
deliver their Original Notes, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or (iii) who
cannot complete the procedures for delivery by book-entry transfer on or prior
to the Expiration Date, may tender their Original Notes by properly completing
and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth under in "The Exchange Offer -- How to Tender" in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form made available by the Issuers and the Guarantors, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates
(or a book-entry confirmation) representing all tendered Original Notes, in
proper form for transfer, together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent within five trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer -- How to Tender" in the Prospectus.
The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent on or prior to the Expiration Date, and must include a guarantee by an
Eligible Institution in the form set forth in such notice. For Original Notes
to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.
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THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED OR, IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY ON OR PRIOR TO THE EXPIRATION DATE.
Neither the Issuers nor the Guarantors will accept any alternative,
conditional or contingent tenders. Each tendering holder, by book-entry
transfer through ATOP or execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered
holder (which term, for purposes of this document, shall include any
participant in DTC whose name appears on a security position listing
as the owner of the Original Notes) of Original Notes tendered
herewith, unless such holder has completed either the box entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above; or
(ii) such Original Notes are tendered for the account of a
firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Original Notes Tendered" is inadequate, the Certificate
number(s) and/or the principal amount of Original Notes and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes
will be accepted only in the principal amount of $1,000 (1 Original Note) and
integral multiples of $1,000 in excess thereof. If less than all the Original
Notes evidenced by any Certificate submitted are to be tendered, fill in the
principal amount of Original Notes which are to be tendered in the applicable
box entitled "Principal Amount of Original Notes Tendered (If Less than All are
Tendered)." In such case, a new Certificate for the remainder of the Original
Notes that were evidenced by your old Certificate will be sent to the holder of
the Original Notes, promptly after the Expiration Date unless the appropriate
boxes on this Letter of Transmittal are completed. All Original Notes
represented by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective, a written or facsimile transmission of such notice
of withdrawal must be received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus on or prior to the Expiration Date. Any
such notice of withdrawal must specify the name of the person who tendered the
Original Notes to be withdrawn, the aggregate principal amount of Original
Notes to be withdrawn and (if Certificates for Original Notes have been
tendered) the name of the registered holder of the Original Notes as set forth
on the Certificates for the Original Notes, if different from that of the
person who tendered such Original Notes. If Certificates for the Original
Notes have been delivered or otherwise identified to the Exchange Agent, then
prior to the physical release of such Certificates, the tendering holder must
submit the serial numbers shown on the particular Certificates for the Original
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Original Notes
tendered for the account of an Eligible Institution. If Original Notes have
been tendered pursuant to the procedures for book-entry transfer set forth
under "The Exchange Offer--How to Tender," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Original Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written or facsimile
transmission on or prior to the Expiration Date.
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Withdrawals of tenders of Original Notes may not be rescinded. Original Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer -- How to Tender."
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Issuers and
the Guarantors, in their sole discretion, whose determination shall be final
and binding on all parties. Neither the Issuers, the Guarantors, any
affiliates or assigns of the Issuers or the Guarantors, the Exchange Agent nor
any other person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. Any Original Notes which have been tendered but
which are withdrawn on or prior to the Expiration Date will be returned to the
holder thereof without cost to such holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder of the
Original Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the Certificates without alteration, enlargement
or any change whatsoever.
If any of the Original Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Issuers and the Guarantors, in their sole
discretion, of such persons' authority to so act.
When this Letter of Transmittal is signed by the registered holder of
the Original Notes listed and transmitted hereby, no endorsement of
Certificates or separate bond powers are required unless Exchange Notes are to
be issued in the name of a person other than the registered holder. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of the Original Notes, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name of the
registered holder appears on the Certificates, and also must be accompanied by
such opinions of counsel, certifications and other information as the Issuers,
the Guarantors or the Exchange Agent may require in accordance with the
restrictions on transfer applicable to the Original Notes. Signatures on such
Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are
to be issued in the name of a person other than the registered holder, or if
Exchange Notes are to be sent to someone other than the registered holder or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Certificates for Original Notes not exchanged
will be returned by mail or, if tendered by book-entry transfer, by crediting
the account indicated above maintained at DTC unless the appropriate boxes on
this Letter of Transmittal are completed. See Instruction 4.
7. IRREGULARITIES. The Issuers and the Guarantors will determine, in
their sole discretion, all questions as to the form of documents, validity,
eligibility (including time of receipt) and acceptance for exchange of any
tender of Original Notes, which determination shall be final and binding on all
parties. The Issuers and the Guarantors reserve the
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absolute right to reject any and all tenders determined by either of them not
to be in proper form or the acceptance of which, or exchange for, may, in the
view of counsel to the Issuers or the Guarantors, be unlawful. The Issuers and
the Guarantors also reserve the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer set forth in the Prospectus
under "The Exchange Offer -- Conditions to the Exchange Offer" or any
conditions or irregularity in any tender of Original Notes of any particular
holder whether or not similar conditions or irregularities are waived in the
case of other holders. The Issuers' and the Guarantors' interpretation of the
terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No tender
of Original Notes will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. The
Issuers, the Guarantors, any Affiliates or assigns of the Issuers or the
Guarantors, the Exchange Agent or any other person shall not be under any duty
to give notification of any irregularities in tenders or incur any liability
for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
its address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and this Letter of Transmittal may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.
9. WAIVER OF CONDITIONS. The Issuers and Guarantors reserve the
absolute right to waive satisfaction of any or all conditions enumerated in the
Prospectus.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular
or contingent tenders will be accepted. All tendering holders of Original
Notes, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Original Notes for exchanges.
Neither the Issuers, the Guarantors, the Exchange Agent nor any other
person is obligated to give notice of any defect or irregularity with respect
to any tender of Original Notes nor shall any of them incur any liability for
failure to give any such notice.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificates
representing Original Notes have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed
as to the steps that must be taken in order to replace the Certificates. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificates have been
followed.
12. SECURITY TRANSFER TAXES. Holders who tender their Original Notes
for exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Original Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original Notes in connection with the Exchange Offer, then
the amount of any such transfer tax (whether imposed on the registered holder
or any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
11 1/4% SENIOR NOTES DUE 2005, SERIES C
OF
IRIDIUM OPERATING LLC
IRIDIUM CAPITAL CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if
certificates for the Issuers' 11 1/4% Senior Notes due 2005, Series C (the
"Original Notes"), are not immediately available, (ii) Original Notes, the
Letter of Transmittal and all other required documents cannot delivered to State
Street Bank and Trust Company (the "Exchange Agent") on or prior to the
Expiration Date (as defined in the Prospectus referred to below) or (iii) the
procedures for delivery by book-entry transfer cannot be completed on or prior
to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by
hand, overnight courier or mail, or transmitted by facsimile transmission, to
the Exchange Agent on or prior to the Expiration Date. See "The Exchange Offer
- --How to Tender" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
State Street Bank and Trust Company
BY HAND OR OVERNIGHT DELIVERY: BY REGISTERED OR CERTIFIED MAIL:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
Two International Plaza, Fourth Floor Post Office Box 778
Boston, Massachusetts 02102-0078 Boston, Massachusetts 02102-0078
NEW YORK DROP LOCATION:
State Street Bank and Trust Company, N.A.
61 Broadway
Concourse Level, Corporate Trust Window
New York, New York 10006
FOR INFORMATION CALL:
(800) 531-0368
FACSIMILE TRANSMISSIONS:
(617) 664-5371
(Eligible Institutions Only)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Iridium Operating LLC, a Delaware
limited liability company ("Iridium"), Iridium Capital Corporation, a Delaware
corporation (together with Iridium, the "Issuers"), Iridium Facilities
Corporation, a Delaware corporation ("Facilities"), Iridium Roaming LLC, a
Delaware limited liability company ("Roaming"), and Iridium IP LLC ("IP," and,
together with Facilities and Roaming, the "Guarantors"), upon the terms and
subject to the conditions set forth in the Prospectus dated _____________, 1998
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Original Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- How to Tender."
Aggregate Principal Name of Registered Holder:
Amount of Original Notes
Tendered: ------------------------------------
----------------
Address:
Certificate Nos. ----------------------------
(if available):
-------------- ------------------------------------
Area Code and Telephone Number:
-----------------------------------
If Original Notes will be tendered by book-entry transfer, provide the
following information:
Signature:
---------------------------------------------------------------------
DTC Account Number:
------------------------------------------------------------
Date:
--------------------------------------------------------------------------
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities broker, municipal securities
dealer, government securities broker or government securities dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of
the foregoing being referred to as an "Eligible Institution"), hereby
guarantees to deliver to the Exchange Agent, at one of its addresses set forth
above, either the Original Notes tendered hereby in proper form for transfer,
or confirmation of the book-entry transfer of such Original Notes, to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letters of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof) and any
other required documents within three business days after the date of execution
of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letters of
Transmittal (or Agent's Message in lieu thereof) and the Original Notes
tendered hereby to the Exchange Agent within the time period set forth above
and that failure to do so could result in a financial loss to the undersigned.
Name of Firm:
-----------------------------------------------------------------
Authorized Signature:
---------------------------------------------------------
(Title)
Address:
----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
-----------------------------------------------
Date:
-------------------------------------------------------------------------
NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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