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EXHIBIT 99.2
FORM OF WAIVER
WAIVER dated as of March 16, 1999, among IRIDIUM OPERATING LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware (the "Company"), and each of the lenders that is a
signatory hereto (individually, a "Lender" and, collectively, the "Lenders").
The Company, the Lenders, Chase Securities Inc. and Barclays Bank PLC,
as Global Lead Arrangers, The Chase Manhattan Bank, as Administrative Agent,
and Barclays Bank PLC, as Documentation Agent, are parties to a Senior Secured
Credit Agreement (the "Credit Agreement") dated as of December 23, 1998,
providing for loans to be made by the Lenders to the Company in an aggregate
principal amount not exceeding $800,000,000.
The Company has requested that the Lenders grant certain waivers under
the Credit Agreement as set forth below. Accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Waiver,
terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Waivers. Subject to the satisfaction of the conditions
precedent specified in Section 5 below, but effective as of the date hereof,
the Lenders hereby agree to waive:
(a) compliance by the Company with the requirement under paragraph (i)
of Section 7.10(a) of the Credit Agreement that the Company not permit Total
Satellite Subscribers as at March 31, 1999 to be less than 27,000 or Total
Subscribers as at March 31, 1999 to be less than 52,000; provided that in no
event shall the Company permit Total Satellite Subscribers as at May 31,
1999 to be less than 27,000 or Total Subscribers as at May 31, 1999 to be
less than 52,000; and
(b) compliance by the Company with the requirement under paragraph (ii)
of Section 7.10(a) of the Credit Agreement that the Company not permit
Cumulative Cash Revenues for the period ending on the tenth Business Day
after March 31, 1999 to be less than $4,000,000 or Cumulative Accrued
Revenues for such period to be less than $30,000,000; provided that in no
event shall the Company permit Cumulative Cash Revenues for the period
ending on the tenth Business Day after May 31, 1999 to be less than
$4,000,000 or Cumulative Accrued Revenues for the period ending on the tenth
Business Day after May 31, 1999 to be less than $30,000,000.
Waiver
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Section 3. Limited Purpose. The waivers to the Credit Agreement set
forth in Section 2 above are irrevocable and given only for the limited
purposes herein expressed and shall not effect or constitute a waiver of any
other term or condition of the Credit Agreement or any right or remedy of the
Lenders or the Agents with respect thereto.
Section 4. No Default. The Company hereby represents and warrants to
the Lenders that, both immediately prior to the effectiveness of this Waiver
and also after giving effect thereto, no Default shall have occurred and be
continuing.
Section 5. Conditions Precedent. As provided in Section 2 above, the
waivers to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the execution and delivery of
counterparts of this Waiver by the Company and the Required Lenders.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Waiver may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may
execute and deliver this Waiver by signing any such counterpart and sending the
same by telecopier, mail, messenger or courier to the Administrative Agent or
counsel to the Administrative Agent. This Waiver shall be governed by and
construed in accordance with the law of the State of New York.
Waiver
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered as of the day and year first above written.
THE COMPANY
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IRIDIUM OPERATING LLC
By
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Name:
Title:
LENDERS
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THE CHASE MANHATTAN BANK
By
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Name:
Title:
BARCLAYS BANK PLC
By
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Name:
Title:
Waiver
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By
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Name:
Title:
By
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Name:
Title:
DRESDNER AG IN WIESBADEN
By
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Name:
Title:
By
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Name:
Title:
ISTITUTO BANCARLO SAN PAOLO DI
TORINO ISTITUTO MOBILIARE ITALIANO
S.p.A. - NEW YORK BRANCH
By
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Name:
Title:
Waiver
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MERRILL LYNCH CAPITAL
CORPORATION
By
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Name:
Title:
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES
PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By
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Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE
FUND, INC.
By
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Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By
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Name:
Title:
Waiver
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WAYLAND INVESTMENT FUND, LLC
By: CFSC Wayland Advisers, Inc.
Its manager
By
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Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
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Name:
Title:
THE BANK OF NEW YORK
By
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Name:
Title:
CITIBANK, N.A.
By
-------------------------
Name:
Title:
Waiver
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DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By
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Name:
Title:
By
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Name:
Title:
THE BANK OF NOVA SCOTIA
By
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Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE
By
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Name:
Title:
By
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Name:
Title:
Waiver
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GOLDMAN SACHS CREDIT PARTNERS
L.P.
By
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Name:
Title:
THE SANWA BANK LIMITED
By
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Name:
Title:
LAVORO BANCA NAZIONALE DEL
LAVORO, S.p.A. NEW YORK BRANCH
By
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Name:
Title:
By
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Name:
Title:
LAVORO EFIBANCA, S.p.A. - ROMA
By
-------------------------
Name:
Title:
By
-------------------------
Name:
Title:
Waiver
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ROYAL BANK OF SCOTLAND PLC
By
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Name:
Title:
CPR (USA) INC.
By
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Name:
Title:
FRANKLIN FLOATING RATE TRUST
By
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Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By
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Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By
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Name:
Title:
Waiver
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VAN KAMPEN CLO II, LIMITED
By
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Name:
Title:
VAN KAMPEN SENIOR FLOATING RATE
FUND
By
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Name:
Title:
KZH III LLC
By
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Name:
Title:
KZH PAMCO LLC
By
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Name:
Title:
HCM OFFSHORE TRUST
By
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Name:
Title:
Waiver
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PAM CAPITAL FUNDING LP
By
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Name:
Title:
BANKBOSTON N.A.
By
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Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By
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Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By
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Name:
Title:
DEBT STRATEGIES FUND, INC.
By
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Name:
Title:
Waiver
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DEBT STRATEGIES FUND II, INC.
By
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Name:
Title:
KZH IV LLC
By
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Name:
Title:
KZH STERLING LLC
By
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Name:
Title:
Waiver
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