AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 (this Amendment) dated as of February 7, 2020 to the Credit Agreement dated as of November 4, 2019 (as amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the Credit Agreement), among IRIDIUM HOLDINGS LLC (Holdings), solely with respect to Section 10.12 thereof, IRIDIUM COMMUNICATIONS INC. (Parent), IRIDIUM SATELLITE LLC (the Borrower), the Lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the Administrative Agent (the Administrative Agent) and the Collateral Agent, is entered into and among Holdings, the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the 2020 Additional Term Loan Lender (as defined below).
WHEREAS, the Borrower has requested additional Initial Term Loans under the Amended Credit Agreement (as defined below) in an aggregate principal amount of $200,000,000 (the 2020 Additional Term Loans), which the Borrower intends to treat as fully fungible with the Initial Term Loans that are outstanding under the Credit Agreement immediately prior to giving effect to this Amendment;
WHEREAS, the 2020 Additional Term Loan Lender has elected to provide the 2020 Additional Term Loans on the terms and conditions set forth herein;
WHEREAS, each Person that agrees to make 2020 Additional Term Loans (collectively, the 2020 Additional Term Loan Lender) will make 2020 Additional Term Loans to the Borrower on the Amendment No. 1 Effective Date in an amount equal to its 2020 Additional Term Commitment (as defined below) and will become, if not already, a Lender for all purposes under the Amended Credit Agreement;
WHEREAS, as of the date hereof, the Borrower intends to use the proceeds of the 2020 Additional Term Loans, together with cash on hand, to redeem Parents outstanding 10.250% senior notes due 2023 and to pay fees and expenses in connection with the foregoing and this Amendment (collectively, the 2020 Amendment Transactions);
WHEREAS, Deutsche Bank Securities Inc. (DBSI), Barclays Bank PLC (Barclays), Credit Suisse Loan Funding LLC (CSLF) and Wells Fargo Securities, LLC (Wells Fargo and, together with DBSI, Barclays and CSLF, the Amendment No. 1 Lead Arrangers) shall act as joint lead arrangers in connection with this Amendment and the 2020 Additional Term Loans; and
WHEREAS, this Amendment will become effective on the Amendment No. 1 Effective Date on the terms and subject to the conditions set forth herein.
Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01 Definitions. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended by this Amendment (the Amended Credit Agreement). This Amendment is a Credit Document, as defined in the Credit Agreement.