CREDIT AGREEMENT





        This CREDIT AGREEMENT is entered into as of May 12, 2000 between New

Satco Holdings, Inc. (the "Company") and Teledesic LLC ("Lender").



        WHEREAS, the Lender has agreed to make available to the Company an

unsecured term loan upon the terms and conditions set forth in this Agreement;



        NOW, THEREFORE, in consideration of the mutual agreements, provisions

and covenants contained herein, the parties agree as follows:





                                    ARTICLE I



                                   DEFINITIONS





               1.01 Certain Defined Terms. The following terms have the

        following meanings:



               "Affiliate" means, as to any Person, any other Person which,

        directly or indirectly, is in control of, is controlled by, or is under

        common control with, such Person.



               "Agreement" means this Credit Agreement.



               "Attorney Costs" means and includes all fees and disbursements of

        any law firm or other external counsel, the allocated cost of internal

        legal services and all disbursements of internal counsel.



               "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978

        (11 U.S.C. Section 101, et seq.).



               "Business Day" means any day other than a Saturday, Sunday or

        other day on which commercial banks in Seattle, Washington are

        authorized or required by law to close.



               "Change of Control" means the failure of Eagle River Investments,

        L.L.C. or an affiliate to retain direct or indirect control of borrower.



               "Closing Date" means the date on which all conditions precedent

        set forth in Section 3.01 are satisfied or waived by the Lender.



               "Code" means the Internal Revenue Code of 1986, and regulations

        promulgated thereunder.



               "Compliance Certificate" means a certificate substantially in the

        form of Exhibit A.



               "Contingent Obligation" means, as to any Person, any direct or

        indirect liability of that Person, whether or not contingent, with or

        without recourse, (a) with respect to any Indebtedness, lease, dividend,

        letter of credit or other obligation (the "primary obligations") of

        another Person (the "primary obligor"), including any obligation of that

        Person (i) to purchase, repurchase or otherwise acquire such primary

        obligations or any security therefor, (ii) to advance or provide funds

        for the payment or discharge of any such primary obligation, or to

        maintain working capital or equity capital of the primary obligor or

        otherwise to maintain the net worth or solvency or any balance sheet

        item, level of income or financial condition of the primary obligor,

        (iii) to purchase property,





<PAGE>   2





        securities or services primarily for the purpose of assuring the owner

        of any such primary obligation of the ability of the primary obligor to

        make payment of such primary obligation, or (iv) otherwise to assure or

        hold harmless the holder of any such primary obligation against loss in

        respect thereof (each, a "Guaranty Obligation"); (b) with respect to any

        Surety Instrument issued for the account of that Person or as to which

        that Person is otherwise liable for reimbursement of drawings or

        payments; or (c) to purchase any materials, supplies or other property

        from, or to obtain the services of, another Person if the relevant

        contract or other related document or obligation requires that payment

        for such materials, supplies or other property, or for such services,

        shall be made regardless of whether delivery of such materials, supplies

        or other property is ever made or tendered, or such services are ever

        performed or tendered.



               "Contractual Obligation" means, as to any Person, any provision

        of any security issued by such Person or of any material agreement,

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