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EXHIBIT 99.2
IRIDIUM OPERATING LLC
IRIDIUM CAPITAL CORPORATION
IRIDIUM FACILITIES CORPORATION
IRIDIUM ROAMING LLC
IRIDIUM IP LLC
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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
To Our Clients:
Enclosed for your consideration is a Prospectus dated ______, 1998 (as the
same may be amended or supplemented from time to time, the "Prospectus") and a
form of Letter of Transmittal (the "Letter of Transmittal") relating to the
offer (the "Exchange Offer") by Iridium Operating LLC, a Delaware limited
liability company ("Iridium"), Iridium Capital Corporation, a Delaware
Corporation and a wholly-owned subsidiary of Iridium (together with Iridium,
the "Issuers"), Iridium Facilities Corporation, a Delaware corporation and a
wholly-owned subsidiary of Iridium ("Facilities"), Iridium Roaming LLC, a
Delaware limited liability company and a wholly-owned subsidiary of Iridium
("Roaming"), and Iridium IP LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Iridium (together with Facilities and Roaming, the
"Guarantors"), to exchange each outstanding 11 1/4% Senior Note due 2005,
Series C issued and sold in reliance upon an exemption from registration under
the Securities Act of 1933, as amended (collectively, the "Original Notes"),
for one 11 1/4% Senior Note due 2005, Series C/EN (collectively, the "Exchange
Notes").
The material is being forwarded to you as the beneficial owner of Original
Notes carried by us for your account or benefit but not registered in your
name. A tender of any Original Notes may be made only by us as the registered
holder and pursuant to your instructions. Therefore, the Issuers and Guarantors
urge beneficial owners of Original Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Original Notes in the
Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all Original Notes, pursuant to the terms and conditions set forth in
the Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your
Original Notes.
YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN
ORDER TO PERMIT US TO TENDER ORIGINAL NOTES ON YOUR BEHALF IN ACCORDANCE WITH
THE PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will expire at 5:00
p.m., New York City Time, on , 1998, unless extended
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(the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer
may be withdrawn, subject to the procedures described in the Prospectus, at any
time prior to the Expiration Date.
If you wish to have us tender any or all of your Original Notes held by us
for your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Original Notes held by us and registered in
our name for your account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Iridium
Operating LLC, Iridium Capital Corporation, Iridium Facilities Corporation,
Iridium Roaming LLC and Iridium IP LLC.
This will instruct you to tender the principal amount of Original
Notes indicated below held by you for the account or benefit of the undersigned
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.
Box 1 [ ] Please tender my Original Notes held by you for my account or
benefit. I have identified on a signed schedule attached hereto
the number of Original Notes to be tendered if I wish to tender
less than all of my Original Notes.
Box 2 [ ] Please do not tender any Original Notes held by you for my
account or benefit.
Date: , 1998
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Signature(s)
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Please print name(s) here
Unless a specific contrary instruction is given in a signed Schedule attached
hereto, your signature(s) hereon shall constitute an instruction to us to
tender all your Original Notes.