Limited Liability Company Agreement

LIMITED LIABILITY COMPANY







IRIDIUM LLC











LIMITED LIABILITY COMPANY AGREEMENT

IRIDIUM LLC





LIMITED LIABILITY COMPANY AGREEMENT of IRIDIUM LLC ("LLC") dated as of July 29, 1996 among the undersigned.



WHEREAS, the Members are forming a limited liability company pursuant to the terms and provisions of this Agreement and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq. as amended from time to time (the "Delaware Act");



WHEREAS, On June 14, 1993, Iridium, Inc. was formed as a corporation under the laws of the State of Delaware and commenced operations on July 29, 1993;



WHEREAS, the stockholders of Iridium, Inc. have determined that it is advantageous and desirable, for tax and other reasons, to conduct the business of Iridium in a limited liability company;



WHEREAS, on July 29, 1996, Iridium, Inc. was merged with and into LLC (the "LLC Merger") pursuant to 8 Del.C. Section 264 with LLC as the surviving entity; and



WHEREAS, certain terms shall have the meanings assigned in ARTICLE XII hereof;



NOW, THEREFORE, the parties hereto agree as follows:





ARTICLE I



GENERAL PROVISIONS



Section 1.01 Formation and Name



The name of LLC is Iridium LLC. The business of LLC may be conducted under any other name deemed necessary or desirable by the Class 1 Members in order to comply with local law.



The parties hereto agree to form LLC and enter into this Agreement, and do hereby form LLC and enter into this Agreement, pursuant to the provisions of the Delaware Act and for the purposes hereinafter described and agree that the rights and liabilities of the Members shall be as provided in the Delaware Act except as provided herein.



Section 1.02 Place of Business and Office:

Registered Agent



LLC shall maintain a registered office in the State of Delaware at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The principal executive office of LLC shall be 1401 H Street, N.W., Washington, D.C. 20006 or such other place as the Board of Directors may determine. The name and address of LLC's registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.



Section 1.03 Purpose of LLC



LLC is organized for the purpose of acquiring, owning and managing the low-earth orbit satellite space system to be delivered under the Space System Contract, and any successor or replacement











space system, and the management of the access to any use of such space system by the Members and/or their Affiliates through their Gateways and/or their Service Providers and by others and the engagement in activities necessary, appropriate or incidental to the foregoing.



Section 1.04 Fiscal Year



The fiscal year of LLC (the "Fiscal Year") shall be fixed by resolution of the Class 1 Members.



Section 1.05 Directors: Number, Appointment,

Removal, Qualifications, Etc.



(a) Board of Directors. There shall initially be a Board of Directors comprised of 23 Directors, which number may be changed, subject to the rights of the Class 2 Members, as determined from time to time by the Class 1 Members. Each Class 1 Member owning at least 70,000 Class 1 Interests shall be a Director (accordingly, each such Class 1 Member shall appoint a representative who will represent it on the Board of Directors and who shall be the Director in respect of such Class 1 Member for purposes of this Agreement) and in addition shall be entitled to designate one Director for each additional 70,000 Class 1 Interests owned by such Class 1 Member. In addition, two or more Class 1 Members may aggregate their Class 1 Interests and appoint a Director for each 70,000 Class 1 Interests owned by such Class 1 Members in the aggregate. The persons listed in Annex A hereto as Directors are hereby designated by the Class 1 Member(s) set forth next to such Director's name as the initial Board of Directors of LLC. In addition, the chairman of the Board of Directors and the vice chairman and chief executive officer elected pursuant to Section 2.03 shall be a Director and a member of the Board of Directors. The business address of each Director is set forth opposite his name on Annex A hereto. Directors appointed pursuant to this Agreement shall be managers for purposes of the Delaware Act. During the Iridium Bermuda Special Rights Period, and notwithstanding the second and third sentences of this Section 1.05(a), Iridium Bermuda shall be entitled to designate two Directors. No Director designated by Iridium Bermuda shall be an employee or Affiliate of Motorola or any other Member owning more than five percent of the outstanding Class 1 Membership Interests.



(b) Alternate Directors. The Member(s) who are or who have appointed a Director under Section 1.05(a) may appoint an alternate Director to act for and fulfill the obligations of such Director in the event that such Director is unable to attend any meeting of the Board of Directors or any committee thereof. Any such alternates are listed on Annex A hereto or if appointed after the date hereof shall be specified in writing by such Member to the secretary of LLC. Any appointment of an alternate Director may be changed by the Member(s) by providing written notice of such change to the secretary of LLC.



(c) Removal and Resignation. A Director may be removed with or without cause by the Member who appointed such Director by providing written notice of such removal to the secretary of LLC and to each Member. A Director may not otherwise be removed. If, as a result of the removal, resignation or death of any member of the Board of Directors, a vacancy occurs in the Board of Directors, such vacancy shall be filled by the Member(s) who appointed such Director by written notice to the secretary of LLC and to each Member of the name of the new Director who shall fill such vacancy (such notice may be included with notice of removal as provided by the preceding sentence).



(d) Assumption and Acceptance of Powers and Duties. Any Director designated pursuant to this Section 1.05, and any alternate acting for such Director, shall assume the powers, duties and obligations of a Director as provided under this Agreement and of a director under the Delaware Act and shall be subject to the terms hereof. Any person designated as a Director and any alternate shall be deemed to have agreed to accept such Director's rights and authority hereunder and to perform and discharge such Director's duties and obligations hereunder by performing any act in the capacity of Director hereunder (including but not limited to participating in any meeting of the Board of Directors or executing any written consent of the Board of Directors), and such rights, authority, duties and











obligations hereunder shall continue until such Director's successor is designated or until such Director's earlier resignation or removal in accordance with this Agreement.



Section 1.06 Members



(a) Initial Members. The initial Members of LLC, their business addresses and their respective Interests shall be as set forth in Annex B hereto. The initial Members shall become Members upon the filing of the certificate of formation of LLC and the execution of this Agreement by such Members.



(b) Rights and Obligations. A Member shall have the rights, powers, duties and obligations provided herein for a Member.



(c) Investment Company Restrictions. Each Member organized in the United States covenants and agrees that it will not make a public offering of its own securities if as a result of such offering, LLC will become an entity controlled by an investment company registered under the Investment Company Act of 1940.



(d) Annual Meetings. An annual meeting of the Class 1 Members shall be held each year within 120 days after the close of the immediately preceding fiscal year of LLC for the purpose of conducting such proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of LLC; provided, that if the president does not act, the Board of Directors shall determine the date, time and place of such meeting. At such annual meetings, each Member shall provide notice to the secretary of LLC and the other Member of the names of the Director(s) such Member is entitled to appoint and each person so named shall serve as Director until a substitute shall be appointed at the next annual meeting or pursuant to Section 1.05(c).



(e) Special Meetings. Special meetings of Members may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the Board of Directors, the chairman of the Board of Directors, the vice chairman and chief executive officer, the president or the holders of not less than a majority of the Class 1 Interests outstanding.



(f) Place of Meetings. The Directors may designate any place, either within or outside of the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of LLC.



(g) Notice. Whenever Members are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each Member entitled to vote at such meeting and to each Director not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Directors, the chairman of the Board of Directors, the vice chairman and chief executive officer, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Member at his, her or its address as the same appears on the records of LLC. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.



(h) Members List. The officer having charge of the records referred to in Section 2.07 shall make, at least 10 days before every meeting of the Members, a complete list of the Members entitled to











vote at such meeting arranged in alphabetical order, showing the address of each Member and the Interest of each Member. Such list shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member who is present.



(i) Quorum. The holders of a majority of the Interests entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the Members. If a quorum is not present, the holders of a majority of the Interests present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if LLC shall then have outstanding Interests of more than one class or series) voting as a class, the holders of a majority of the Interests of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. When a quorum is once present to commence a meeting of Members, it is not broken by the subsequent withdrawal of any Members or their proxies.



(j) Adjourned Meetings. If at any meeting of Members there shall be, with respect to a particular matter, less than a quorum present, the Members present in person or by proxy and entitled to vote thereat on such matter may without further notice, following the completion of such action, if any, with respect to other matters as the Members present in person or by proxy and constituting a quorum to vote thereat on such matters desire to take, adjourn the meeting from time to time until a quorum with respect to such matter shall be present. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting LLC may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting.



(k) Vote Required. When a quorum is present, the affirmative vote of the majority of Interests present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the question is one upon which by express provisions of an applicable law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of Interests of such class present in person or represented by proxy at the meeting shall be the act of such class, unless the question is one upon which by express provisions of an applicable law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question.



(l) Proxies. Each Member entitled to vote at a meeting of Members or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the membership Interest itself or an interest in LLC generally. Any proxy is suspended when the person executing the proxy is present at a meeting of Members and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the Members, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and











examined by the secretary or a person designated by the secretary, and no Interests may be represented or voted under a proxy that have been found to be invalid or irregular.



(m) Action by Written Consent. Unless otherwise provided in the Delaware Act, any action required to be taken at any annual or special meeting of Members, or any action which may be taken at any annual or special meeting of such Members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the Members who signed the consent or consents, shall be signed by the holders of not less than the minimum Interests that would be necessary to authorize or take such action at a meeting at which all Interests entitled to vote thereon were present and voted and shall be delivered to LLC by delivery to its registered office in the State of Delaware, or LLC's principal place of business, or an officer or agent of LLC having custody of the book or books in which proceedings of meetings of the Members are recorded. Delivery made to LLC's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take any action referred to therein unless, within 60 days of the earliest dated consent delivered to LLC as required by this section, written consents signed by the holders of Interests sufficient to take such action are so recorded. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing. Any action taken pursuant to such written consent or consents of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.



(n) Record Dates. For purposes of determining the Members entitled to notice of or to vote at a meeting of Members or to give approvals without a meeting as provided in Section 2.03(l), the Board of Directors may set a record date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting or (b) in the event that approvals are sought without a meeting, the date by which Members are requested in writing by the Board of Directors to give such approvals.



(o) Communications Equipment. The Members may participate in and act at any meeting of such Members through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participating in the meeting pursuant to this section shall constitute presence in person at the meeting.



Section 1.07 Liability of Members and Directors



No Member or Director shall have any liability under this Agreement or under the Delaware Act except as provided in Section 1.08 or elsewhere herein or as required by the Delaware Act. Except as required by the Delaware Act, the debts, obligations and liabilities of LLC, whether arising in contract, tort or otherwise (including without limitation those arising as member, owner or shareholder of another company, partnership or entity), shall be solely the debts, obligations and liabilities of LLC, and no Member or Director shall be obligated personally for any such debt, obligation or liability of LLC solely by reason of being a Member or acting as a Director of LLC. No Member or Director shall be liable for any debts, obligations and liabilities, whether arising in contract, tort or otherwise, of any other Member or Director.



Section 1.08 Certain Duties and Liabilities of

Members and Directors



(a) Duties of Members and Directors. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to LLC and to the Members by the Directors and officers of LLC, and any such duties that may be owed by any Member or by any Affiliates of any Member, shall be











the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its directors and officers and any such duties that may be owed to such corporation by any similarly situated stockholder or affiliate thereof, respectively; provided, that a Director shall not be liable as a Director if such Director would not have had liability if LLC were a corporation subject to the Delaware General Corporation Law as the same exists or may hereafter be amended and had in its certificate of incoroporation the same provision as Article X of the Certificate of Incorporation of Iridium, Inc., a Director shall not be liable to LLC or its Members for monetary damages for a breach of fiduciary duty as a Director and any repeal or modification of this Section 1.08(a) shall not adversely affect any right or protection of a Director of LLC existing at the time of such repeal or modification.



(b) Limitations on Liability of Members, Directors and Officers. To the extent that any Member, Director or officer has duties (including fiduciary duties) and liabilities relating thereto to LLC or to a Member, (1) any such Member, Director or officer acting under this Agreement shall not be liable to LLC or to any such other Member for the Member's or Director's good faith reliance on the provisions of this Agreement, the records of LLC and such information, opinions, reports or statements presented to LLC by any of LLC's officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of LLC, and (2) the Member's, Director's or officer's duties and liabilities are restricted by the provisions of this Agreement to the extent that such provisions restrict the duties and liabilities of the Members, Directors or officers otherwise existing at law or in equity.



Section 1.09 Reliance by Third Parties



Persons dealing with LLC are entitled to rely conclusively upon the power and authority of the Directors and officers as herein set forth. Persons dealing with LLC are entitled to rely conclusively upon a certificate of any secretary or assistant secretary as to the incumbency of any Director, officer or other personnel of LLC.



Section 1.10 Organizational Expenses



LLC shall be solely responsible for the expenses of organizing LLC.



Section 1.11 Seal of LLC



The Board of Directors may adopt a seal, alter such seal at its pleasure and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.



Section 1.12 Ratification and Authorization

of Certain Actions



The actions of the officers of LLC, including the preparation of the Merger Agreement, with respect to the formation of LLC and the LLC Merger are hereby ratified and approved and such officers are further authorized to execute and deliver the Merger Agreement simultaneously herewith and upon such execution and delivery to file a corresponding Certificate of Merger in the office of the Secretary of State of the State of Delaware.











ARTICLE II



MANAGEMENT AND OPERATIONS OF LLC



Section 2.01 Power and Authority of Members



The Members shall manage LLC only through their designated Directors on the Board of Directors and the Members, in their capacity as such, shall have no authority or right to act on behalf of or bind LLC in connection with any matter.



Section 2.02 Power and Authority of Directors



The business and affairs of LLC shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in this Agreement. The Board of Directors shall have the power on behalf and in the name of LLC to carry out any and all of the objects and purposes of LLC contemplated by Section 1.03 and to perform all acts which they may deem necessary or advisable in connection therewith.



The Members agree that all determinations, decisions and actions made or taken by the Board of Directors (or their designee(s)) shall be conclusive and absolutely binding upon LLC, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.



Section 2.03 Directors: Meetings, Committees, and Delegation



(a) Annual and Special Meetings. An annual meeting of the Board of Directors shall be held without other notice than this provision immediately after, and at the same place as, the annual meeting of Members (or execution by all Class 1 Members of a unanimous written consent in lieu thereof). At the annual meeting of the Board of Directors, the Directors shall, by resolution duly adopted by a majority of the Directors present and voting, elect a chairman of the Board of Directors and shall elect a vice chairman and chief executive officer who, in accordance with Section 2.05(g), shall also serve as chief executive officer of LLC. During the Iridium Bermuda Special Rights Period, the Board of Directors shall, by resolution duly adopted by a majority of the Directors present and voting, elect one of the Directors designated by Iridium Bermuda as a vice chairman of the Board of Directors, such vice chairman to be responsible for such matters as shall be designated by the Board of Directors from time to time. Regular meetings, other than the annual meeting, of the Board of Directors shall be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of any Director on at least 48 hours notice to each Director, either personally, by telephone, by mail or by telegraph. One-half of the total number of Directors shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a previous resolution of the Board of Directors requires a majority greater than one-half (a "supermajority") to take such action, in which case the vote of such supermajority shall be the act of the Board of Directors; such supermajority requirement shall remain in effect unless amended by a vote of the supermajority of Directors; provided, however, that at any meeting held during any period in which Directors have been elected by holders of Series C Class 2 Interests, in their capacity as such, the vote required to approve any merger, liquidation, sale, lease, conveyance or transfer of LLC or all or substantially all of its assets or to approve or recommend to the Members any changes in the capital structure or in the rights of any interests or security of LLC or to approve the incurrence of any debt of LLC which debt would exceed $10,000,000 or any amendments to this Agreement which would have a material effect on any of the Members, shall require the affirmative vote of 66 2/3% of all of the directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat











may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.



(b) Representation of Certain Members. LLC shall give each of Raytheon Company ("Raytheon") and Lockheed Martin Corporation (" ...