Exhibit 10.1

DCA100-01-C-3001

Indemnification Contract

Iridium Satellite LLC (“IS”) The Boeing Company (“Boeing”), Motorola, Inc. (“Motorola”) and the United States (“the Government”) make this contract to support the transfer of ownership and control of the Iridium Communications System (hereafter “ICS”). As used in this contract, the “Iridium Communications System” or “ICS” shall mean the complete integrated satellite-based digitally switched communications system originally deployed by Motorola, including some non-functioning satellites (i.e., those listed in Annex A) or components thereof in orbit. For purposes of this contract, the ICS does not include and shall in no event be interpreted to include (a) any subscriber equipment (b) activities of the Satellite Network Operation Center (SNOC) except those that are directly related to the operation, maintenance or de-orbit of satellites or (c) operations of the government’s gateway under contract DCA100-97-D-0001.

WHEREAS IS has submitted a bid to the Bankruptcy Court for the Southern District of New York to acquire assets of Iridium LLC, and intends to contract with Boeing to serve as operator of the system; and IS, as the successor owner, and Boeing, as the successor operator, will continue to operate ICS, which will provide important communications services to the Government, as well as communications services to commercial users; and

WHEREAS if this proposed transfer does not occur, Motorola intends to de-orbit ICS satellites immediately, a risk covered by insurance that will not continue after transfer of Iridium to IS; and Motorola will agree to support the transfer to IS only if the Government agrees to indemnify Motorola against certain risks arising from continued operation of ICS, and from the de-orbit of any or all, or any part, of the ICS satellites in the constellation after the transfer; and

WHEREAS IS will obtain Satellite Liability Insurance (in substantially the same form as the copy attached hereto) naming IS, Boeing, Motorola and the Government as insureds and IS warrants that this policy represents the maximum insurance coverage available; and

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WHEREAS Motorola will obtain Aviation Products-Completed Operations Liability Insurance (in substantially the same form as the copy attached hereto); and

WHEREAS Boeing has an Aviation and Space Liability insurance policy (Certificate of insurance coverage attached hereto); and

WHEREAS, subject to the execution of this contract, Motorola will agree to support the transfer of assets of ICS to IS, and IS, under a contract with Boeing, intends to operate ICS and to provide service to the Government under a separate contract the terms of which are to be negotiated; and

WHEREAS Boeing, under an agreement with Motorola that has been executed and placed into escrow (copy attached), has agreed, in certain situations as defined in the agreement, to be responsible for third party liability and to indemnify Motorola, to the extent that the liability arises from Boeing’s failure to properly perform its obligations under its contract with Iridium Constellation LLC, a subsidiary of IS, for operation of the ICS; and

WHEREAS the Government has determined that this contract will facilitate the national defense.

NOW THEREFORE, the parties agree as follows:

1.

IS agrees to maintain satellite liability insurance at the maximum commercially available limits, but in no case less than the coverage represented in the attached policy, and, unless otherwise agreed to by the Government, with the same terms and conditions as the attached Satellite Liability Insurance policy, naming Motorola and the Government as additional insureds, until all ICS satellites (i.e., space vehicles as listed in Annex A) or any parts thereof have come to rest on the earth’s surface.

2.

Boeing agrees to maintain its Aviation and Space Liability insurance policy for as long as it is the operator of ICS for IS. Boeing also agrees that while it is the operator of the ICS for IS it will ensure that the insurance listed in paragraph 1., above is maintained by IS and, if for any reason its efforts are unsuccessful, Boeing agrees to pay the insurance premiums on behalf of IS.

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3.

The Government may, in its sole discretion, require IS and Boeing, or either of them, to immediately de-orbit the satellites at no expense to t