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EXHIBIT 3.5
LIMITED LIABILITY COMPANY AGREEMENT
OF
IRIDIUM IP LLC
This LIMITED LIABILITY COMPANY AGREEMENT OF IRIDIUM IP
LLC dated as of February 28, 1997 (this "Agreement") is made by IRIDIUM LLC, a
Delaware limited liability company, and the sole member (the "Member") of
Iridium IP LLC (the "Company").
WHEREAS, the Member has formed the Company as a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. C. Section 18-101, et seq.), as amended from time
to time (the "Act"), and hereby establishes the following:
1. Name. The name of the Company is IRIDIUM IP
LLC. The business of the Company may be conducted under any other name deemed
necessary or desirable by the Member in order to comply with local law.
2. Purpose. The purpose for which the Company is
organized is any lawful purpose permitted pursuant to the Act, including, but
not limited to, entering into terrestrial wireless roaming agreements with
terrestrial wireless service providers and system operators ("Roaming
Agreements") in support of the Member's wireless communications business.
3. Registered Office. The address of the registered
office of the Company in the State of Delaware is c/o The Corporation Trust
Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Castle,
Delaware.
4. Registered Agent. The name and address of the
registered agent of the Company for service of process on the Company in the
State of Delaware is The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of New Castle, Delaware.
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5. Member. The name and the business, residence or
mailing address of the Member is as follows:
Name Address
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IRIDIUM LLC ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
6. Powers; Authorized Officers; Authorized Signatories.
The power and authority to manage and conduct the business and affairs of the
Company shall be vested in the sole Member, acting through its Authorized
Officers. The Authorized Officers are, and each of them hereby is, designated
as an authorized person within the meaning of the Act, to execute, deliver and
file any certificates (and any amendments or restatements thereof) necessary
for the Company to do business in a jurisdiction in which the Company may wish
to conduct business. Subject to paragraph 7, any Authorized Officer shall have
the power and authority to do any and all acts necessary or convenient to or
for the furtherance of the purpose described herein, including all powers,
statutory or otherwise, possessed by the Member under the laws of the State of
Delaware. Subject to paragraph 7, any decisions regarding any matter involving
or affecting the Company shall be made by any Authorized Officer, acting singly
or jointly.
7. Restriction on Powers. Notwithstanding any other
provision of this Agreement and any provision of law, the Company shall not,
without the written consent of the Chairman or the Vice Chairman and Chief
Executive Officer of the Member, (a) dissolve or liquidate, in whole or in
part, or institute proceedings to be adjudicated bankrupt or insolvent, (b)
consent to the institution of bankruptcy or insolvency proceedings against it
or to reorganization or relief under any applicable federal or state law
relating to bankruptcy or insolvency, (c) file a petition seeking
reorganization or relief under any applicable federal or state law relating to
bankruptcy or insolvency, (d) consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or a part of its property, (e) make a general assignment for the
benefit of creditors, (f) admit in writing its inability to pay its debts
generally as they become due, (g) take any corporate action in furtherance of
the actions set forth in clauses (a) through (f) of this paragraph 7, or (h)
admit additional members.
8. Authorized Officers. For Purposes of this Agreement
the term Authorized Officers shall mean the Chairman, Vice Chairman and Chief
Executive Officer, any Vice President, the Secretary or any Assistant Secretary
of the Member.
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9. Liability of Member. The Member shall not have any
liability for the obligations or liabilities of the Company except to the
extent provided in the Act.
10. Amendment. This Agreement may not be changed or
amended or observance of any provisions by the Company waived without the
consent of any of the Chairman or the Vice Chairman and Chief Executive Officer
of the Member.
11. Governing Law. This Agreement shall be governed by,
and construed under, the laws of the State of Delaware, all rights and remedies
being governed by said laws.
12. Dissolution. The Company shall dissolve, and its
affairs shall be wound up, upon the first to occur of the following: (a)
December 31, 2095, (b) the written consent of the Member, (c) the bankruptcy or
dissolution of the Member or (d) the entry of a decree of judicial dissolution
under Section 18-802 of the Act.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Limited Liability Company Agreement as of
the 28th day of February, 1997.
IRIDIUM LLC
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
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