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EXHIBIT 3.5
LIMITED LIABILITY COMPANY AGREEMENT
OF
IRIDIUM IP LLC
This amended and restated LIMITED LIABILITY COMPANY AGREEMENT OF
IRIDIUM IP LLC, dated as of January 12, 1998 (this "Agreement"), is made by
IRIDIUM OPERATING LLC, a Delaware limited liability company, and the sole member
(the "Member") of Iridium IP LLC (the "Company").
WHEREAS, Iridium LLC (the "Parent"), a Delaware limited liability
company and the parent of the Member, formed the Company on February 25, 1997 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
WHEREAS, pursuant to the Asset Transfer Agreement, dated December 18,
1997, between Parent and Member, all Parent's right, title and interest in the
Company was transferred to the Member:
NOW THEREFORE, the Member 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,
securing and holding trademark registrations 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.
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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.
5. Member. The name and the business, residence or mailing address of
the Member is as follows:
Name Address
IRIDIUM IP 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.
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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.
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.
13. Membership Interests. Interests in the Company shall be of a single
class and shall be represented by certificates (the "Interests"). The total
number of Interests which the Company has the authority to issue is 100.
Interests may not be issued without the consent of any of the Chairman or the
Vice Chairman and Chief Executive Officer of the Member. The Interests shall be
governed by, and shall be "securities" for the purposes of, Article 8 of the
Uniform Commercial Code.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Limited Liability Company Agreement as of the
12th day of January, 1998.
IRIDIUM OPERATING LLC
By_____________________
Name:
Title:
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