AGREEMENT OF

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EXHIBIT 3.6

LIMITED LIABILITY COMPANY

AGREEMENT

IRIDIUM OPERATING LLC
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Table of Contents

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ARTICLE I
MEMBERS, MANAGER-DIRECTORS, OFFICERS AND MEETINGS.............................. 1
Section 1.1 Formation and Name................................................................... 1
Section 1.2 Place of Business and Office: Registered Agent...................................... 1
Section 1.3 Purpose.............................................................................. 2
Section 1.4 Fiscal Year.......................................................................... 2
Section 1.5 Directors: Number, Appointment, Removal, Qualifications,
Etc.................................................................................. 2
(a) Board of Directors................................................................... 2
(b) Alternate Directors.................................................................. 2
(c) Removal and Resignation.............................................................. 2
(d) Assumption and Acceptance of Powers and Duties....................................... 3
Section 1.6 Members.............................................................................. 3
(a) Initial Members...................................................................... 3
(b) Rights and Obligations............................................................... 3
(c) Investment Company Restrictions...................................................... 3
(d) Annual Meetings...................................................................... 3
(e) Special Meetings..................................................................... 3
(f) Place of Meetings.................................................................... 3
(g) Notice............................................................................... 4
(h) Members List......................................................................... 4
(i) Quorum............................................................................... 4
(j) Adjourned Meetings................................................................... 4
(k) Vote Required........................................................................ 5
(l) Proxies.............................................................................. 5
(m) Action by Written Consent............................................................ 5
(n) Record Dates......................................................................... 6
(o) Communications Equipment............................................................. 6
Section 1.7 Liability of Members and Directors................................................... 6
Section 1.8 Certain Duties and Liabilities of Members and Directors.............................. 6
(a) Duties of Members and Directors...................................................... 6
(b) Limitations on Liability of Members, Directors and Officers.......................... 7
Section 1.9 Reliance by Third Parties............................................................ 7
Section 1.10 Organizational Expenses.............................................................. 7
Section 1.11 Seal of IOC.......................................................................... 7
Section 1.12 Ratification and Authorization of Certain Actions.................................... 7

ARTICLE II
MANAGEMENT AND OPERATIONS.......................................... 7
Section 2.1 Power and Authority of Members....................................................... 7

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Section 2.2 Power and Authority of Directors..................................................... 7
Section 2.3 Directors: Meetings, Committees, and Delegation..................................... 8
(a) Annual and Special Meetings.......................................................... 8
(b) Representation of Certain Members.................................................... 8
(c) Committees........................................................................... 9
(d) Committee Rules...................................................................... 9
(e) Communications Equipment............................................................. 10
(f) Waiver of Notice and Presumption of Assent........................................... 10
(g) Action by Written Consent............................................................ 10
(h) Tax Consequences to the Members...................................................... 10
Section 2.4 Compensation of the Directors........................................................ 10
Section 2.5 Officers............................................................................. 10
(a) Establishment, Nomination and Election............................................... 10
(b) Removal.............................................................................. 11
(c) Compensation......................................................................... 11
Section 2.6 Interested Directors................................................................. 11
(a) Contracts Permitted.................................................................. 11
(b) Quorum............................................................................... 11
Section 2.7 Books and Records.................................................................... 11
(a) Books and Records to be Kept......................................................... 11
(b) Inspection of Books and Records...................................................... 12
(c) Rights to Inspect.................................................................... 12
(d) Interest Register as Evidence........................................................ 12
Section 2.8 Indemnification...................................................................... 12
(a) Third Party Actions, Suits and Proceedings........................................... 12
(b) Actions by or in Right of IOC........................................................ 13
(c) Procedure for Indemnification........................................................ 13
(d) Rights Non-Exclusive................................................................. 14
(e) Insurance............................................................................ 14
(f) Expenses............................................................................. 14
(g) Employees and Agents................................................................. 14
(h) Contract Rights...................................................................... 14
(i) Merger or Consolidation, Other....................................................... 14
Section 2.9 Special Rights of IWCL............................................................... 15

ARTICLE III
CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS............................. 16
Section 3.1 Form of Contribution................................................................. 16
Section 3.2 Contributions by the Members......................................................... 16
Section 3.3 Allocation of Distributions.......................................................... 16
Section 3.4 Interests as Personal Property....................................................... 16

ARTICLE IV
INTERESTS AND OTHER SECURITIES........................................ 16
Section 4.1 Interests and Authorization.......................................................... 16

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Section 4.2 Specific Rights Associated with Interests............................................ 16
(a) Voting Rights........................................................................ 16
(b) Liquidation Rights................................................................... 16
(c) Dividends and Distributions.......................................................... 17
(d) Minimum Dividends.................................................................... 17
(e) Accounting........................................................................... 17
(f) Legal Funds.......................................................................... 17
(g) Record Dates......................................................................... 17
Section 4.3 Fractional Interests................................................................. 17
Section 4.4 Certificates for Interests........................................................... 18

ARTICLE V
DISSOLUTION AND WINDING UP.......................................... 18
Section 5.1 Dissolution.......................................................................... 18
Section 5.2 Resignation of Members............................................................... 19
Section 5.3 Winding Up........................................................................... 19

ARTICLE VI
TRANSFERS.................................................. 19
Section 6.1 Board Approval Required.............................................................. 19
Section 6.2 Obligations of Transferees and Transferors........................................... 19
Section 6.3 Inapplicability of Article........................................................... 19
Section 6.4 Substituted Members.................................................................. 19
Section 6.5 Pledge of Interests.................................................................. 20

ARTICLE VII
ADMISSION OF ADDITIONAL MEMBERS....................................... 20
Section 7.1 Initial Member....................................................................... 20
Section 7.2 Admission of Additional Members...................................................... 20
(a) Admission of Members................................................................. 20
(b) Time of Admission.................................................................... 20
(c) Required Contribution................................................................ 21

ARTICLE VIII
GATEWAY RIGHTS OF IRIDIUM LLC CLASS 1 MEMBERS................................ 21
Section 8.1 Access Rights of Iridium LLC Class 1 Members......................................... 21
Section 8.2 Parent to Provide Gateway Service Territory Information.............................. 21

ARTICLE IX
GENERAL PROVISIONS.............................................. 21
Section 9.1 Amendments to the Agreement.......................................................... 21
(a) General.............................................................................. 21
(b) Amendments Affecting Indemnification................................................. 21
(c) Amendments Affecting Article VIII.................................................... 22
(d) Amendments to Annexes by Secretary................................................... 22

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Section 9.2 Governing Law; Severability.......................................................... 22
Section 9.3 Jurisdiction and Service of Process Arbitration...................................... 22
Section 9.4 Power of Attorney and Other Authorizations........................................... 23
Section 9.5 Actions of Members................................................................... 24
Section 9.6 Notices.............................................................................. 24
Section 9.7 Counterparts......................................................................... 24

ARTICLE X
RATIFICATION AND AUTHORIZATION OF CERTAIN ACTIONS............................................................... 24
Section 10.1. Formation of IOC........................................................................ 24
Section 10.2. Asset Transfer Agreement................................................................ 24
Section 10.3. Management Services Agreement........................................................... 25
Section 10.4. Guaranteed Credit Facility.............................................................. 25
Section 10.5. Secured Bank Facility................................................................... 25

ARTICLE XI
CERTAIN DEFINITIONS............................................. 26

ANNEXES

Annex A Initial Directors and Officers
Annex B Interests

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LIMITED LIABILITY COMPANY AGREEMENT
OF
IRIDIUM OPERATING LLC

This LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of IRIDIUM
OPERATING LLC ("IOC") is dated as of December 18, 1997 and is agreed to by the
undersigned.

RECITALS

A. 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.

B. On July 16, 1996, Iridium LLC, was organized as a limited liability
company pursuant to 6 Del. C. Section 18-101, et seq. (the "Delaware Act").

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

D. On or about October 23, 1997, Iridium LLC formed IOC pursuant to the
Delaware Act.

E. Parent wishes to enter, and IOC wishes to adopt, this Agreement as
IOC's governing document.

F. Certain terms shall have the meanings assigned in ARTICLE XI hereof.

NOW, THEREFORE, this Agreement is hereby adopted as follows:

ARTICLE I
MEMBERS, MANAGER-DIRECTORS, OFFICERS AND MEETINGS

Section 1.1 Formation and Name. The name of IOC is Iridium Operating
LLC. The business of IOC may be conducted under any other name deemed necessary
or desirable by the Members. The rights and liabilities of the current and
future Members shall be as provided in the Delaware Act, except as provided in
this Agreement.

Section 1.2 Place of Business and Office: Registered Agent. IOC shall
maintain a registered office in the State of Delaware at The Corporation Trust
Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000. The principal executive office of IOC shall be 0000 Xxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or such other place as the Board of
Directors may determine. The name and address of IOC's registered agent in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
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Section 1.3 Purpose. IOC is organized for the purpose of acquiring,
owning and managing a low-earth orbit satellite space system to be delivered
under the Space System Contract between Motorola, Inc. and Parent (which may be
assigned to IOC) and any successor or replacement space system, and the
management of the access to any use of such space system, and the engagement in
activities necessary, appropriate or incidental to the foregoing by the Members
or their Affiliates.

Section 1.4 Fiscal Year. The fiscal year of IOC (the "Fiscal Year")
shall be fixed by resolution of the Members.

Section 1.5 Directors: Number, Appointment, Removal, Qualifications,
Etc.

(a) Board of Directors. There shall initially be a Board of Directors
comprised of twenty-four (24) Directors. For so long as Parent is the majority
member of IOC, IOC shall cause the number of Directors to be equal to the number
of directors on the board of directors of Parent as such number of directors of
Parent changes from time to time, including, without limitation, changes in the
number of Directors of Parent resulting from the issuance of Class 2 membership
interests of Parent. Parent shall, as long as Parent is the majority member of
IOC, appoint each person serving as a member of the board of directors of Parent
to serve as a member of the Board of Directors of IOC. The persons listed in
Annex A hereto as Directors are hereby designated by Parent as the initial Board
of Directors of IOC. In addition, the chairman of the board of directors of
Parent shall be a member of the Board of Directors of IOC and shall serve as the
chairman of the Board of Directors of IOC and each Vice Chairman of the board of
directors of Parent shall serve as a Vice Chairman of the Board of Directors of
IOC. Directors appointed pursuant to this Agreement shall be Managers for
purposes of the Delaware Act.

(b) Alternate Directors. For each person appointed to serve as an
alternate to a Director of Parent, IOC shall cause each director to be appointed
as an alternate to such Director of IOC, 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 of IOC or any committee thereof. Any such alternates
shall be specified in writing by Parent to the secretary of IOC. Any appointment
of an alternate Director shall automatically be changed to the extent there is a
corresponding change in the comparable appointment of an alternate to the
Parent's board of directors.

(c) Removal and Resignation. As long as Parent is the majority member
of IOC, a Director shall be removed with or without cause, simultaneously with
and to the extent such Director has been removed from the board of directors of
Parent, and IOC shall take the appropriate legal action to cause such removal. A
Director may not otherwise be removed except as provided in the Delaware Act.
If, as a result of the removal, resignation or death of any member of the Board
of Directors, or a vacancy occurs in the Board of Directors, such vacancy shall
be filled to the extent and with the same person that the comparable vacancy on
the board of directors of Parent has been filled.

(d) Assumption and Acceptance of Powers and Duties. Any Director
designated pursuant to this Section 1.5, and any alternate acting for such
Director, shall assume the powers,

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duties and obligations of a Director as provided under this Agreement, and of a
Manager under the Delaware Act. Any person designated as a Director, and any
alternate, shall be deemed to have agreed to accept such Director's rights and
authority herein and to perform and discharge such Director's duties and
obligations hereunder by performing any act in the capacity of a Director
(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 shall continue until such Director's
successor is designated or until such Director's earlier resignation or removal
in accordance with this Agreement.

Section 1.6 Members.

(a) Initial Members. The sole initial Member of IOC is Parent.

(b) Rights and Obligations. A Member shall have the rights, powers,
duties and obligations provided herein and in the Delaware Act.

(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, IOC will become an entity
controlled by an investment company registered under the Investment Company Act
of 1940, as amended.

(d) Annual Meetings. An annual meeting of the Members shall be held
each year within One Hundred Twenty (120) days after the close of the
immediately preceding fiscal year of IOC 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 Vice Chairman and Chief Executive
Officer of IOC; provided, that if the Vice Chairman and Chief Executive Officer
does not act, the Board of Directors shall determine the date, time and place of
such meeting; and provided, further, that such annual meeting shall occur as
nearly as practicable coincident in date, time and place with the annual meeting
of the members of the Parent. The annual meeting of the Members may be held
within or outside of the State of Delaware.

(e) Special Meetings. Special meetings of the Members may be called for
any purpose and may be held at such time and place, within or outside of 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 or the holders of not less than a majority
of the outstanding Interests.

(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 of Directors or for any special meeting called by the Directors;
provided, that the annual meeting of Directors shall be held at the same
location as the annual meeting of Parent. If no designation is made, or if a
special meeting is otherwise called, the place of meeting shall be the principal
executive office of IOC.

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(g) Notice. Whenever Members are required or permitted to take action
at a meeting, written 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
ten (10) nor more than sixty (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 or the Secretary. 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 IOC. 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 responsibility for maintaining the
records referred to in Section 2.7 shall make, at least ten (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 ten (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 for the duration thereof, and may be inspected by
any Member who is present.

(i) Quorum. The Members holding 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 Members holding 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 a place
and time specified by such majority. 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 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
there 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 are announced at the meeting at which the
adjournment is taken. At the adjourned meeting IOC may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than thirty (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.

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(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 voting requirements on such
subject matter.

(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 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 IOC 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 has been found to be invalid or irregular.

(m) Action by Written Consent. Unless otherwise provided in this
Agreement or 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 written consent setting forth the action so
taken and bearing the dates of signature of the Members who signed the consent,
is 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 were present and voted and is delivered to IOC by delivery to
its registered office in the State of Delaware, or IOC's principal place of
business, or an officer or agent of IOC having custody of the books in which
proceedings of meetings of the Members are recorded. Delivery made to IOC's
registered office shall be by hand or by certified or registered mail, return
receipt requested; provided, that no consent delivered by certified or
registered mail shall be deemed delivered until such consent is 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
sixty (60) days of the earliest dated consent delivered to IOC as required by
this section, a written consent signed by the holders of Interests sufficient to
take such action is 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 of the Members shall have the same force and effect as if taken by the
Members at a meeting.

(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

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Section 1.6(m), the Board of Directors may set a record date, which shall not be
less than ten (10) nor more than sixty (60) days before the date of the meeting,
or, 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 participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.

Section 1.7 Liability of Members and Directors. No Member or Director
shall have any liability under this Agreement or under the Delaware Act except
as provided herein or as required by the Delaware Act. Except as required by the
Delaware Act, the debts, obligations and liabilities of IOC, 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 IOC, and no Member or
Director shall be obligated personally for any such debt, obligation or
liability of IOC solely by reason of being a Member or acting as a Director of
IOC. 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 1.8 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 IOC and to the
Members by the directors and officers of IOC, and any such duties that may be
owed by any Member or any Affiliates of any Member, shall be the same as the
duties and obligations owed to a corporation organized under the Delaware
General Corporation Law by its directors and officers and such duties that may
be owed to such corporation by any similarly situated stockholder or affiliate
thereof, respectively. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a Member or a
Director shall not be liable to IOC or its Members for monetary damages for a
breach of fiduciary duty and any repeal or modification of this Section 1.8(a)
shall not adversely affect any right or protection of a Director or Member of
IOC 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 IOC or to a Member, (i) any such
Member, Director or officer acting under this Agreement shall not be liable to
IOC or to any such other Member for the Member's, Director's or Officer's good
faith reliance on the provisions of this Agreement, the records of IOC and such
information, opinions, reports or statements presented to IOC by any of IOC's
officers or employees, or committees of the Board of Directors, or by any other
person as to matters the Member, Officer or 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 IOC, and, (ii) the Member's,
Director's or officer's duties and liabilities are restricted by the provisions
of

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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 1.9 Reliance by Third Parties. Persons dealing with IOC are
entitled to rely conclusively upon the power and authority of the Directors and
officers as herein set forth. Persons dealing with IOC 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 IOC.

Section 1.10 Organizational Expenses. IOC shall be solely responsible
for the expenses of organizing IOC.

Section 1.11 Seal of IOC. 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 IOC, including the preparation of the Asset Transfer
Agreement in the form attached as Exhibit "1" (the "Asset Transfer Agreement"),
with respect to the transfer of assets and liabilities from Parent to IOC are
hereby ratified and approved and such officers are further authorized to execute
and deliver the Asset Transfer Agreement simultaneously herewith.

ARTICLE II
MANAGEMENT AND OPERATIONS

Section 2.1 Power and Authority of Members. The Members shall manage
IOC only through the Board of Directors. The Members, in their capacity as such,
shall have no authority or right to act on behalf of or bind IOC in connection
with any matter.

Section 2.2 Power and Authority of Directors. The business and affairs
of IOC shall be managed by or under the direction of the Board of Directors,
except as otherwise provided in this Agreement. The Board of Directors shall
have the power on behalf and in the name of IOC to carry out any and all of the
objects and purposes of IOC contemplated by Section 1.3 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) shall be conclusive and
absolutely binding upon IOC, the Members (but only in their capacity as such)
and their respective successors, assigns and personal representatives.

Section 2.3 Directors: Meetings, Committees, and Delegation.

(a) Annual and Special Meetings. An annual meeting of the Board of
Directors shall be held without notice other than this provision immediately
after, and at the same place as, the annual meeting of Members (or execution by
all Members of a unanimous written consent in lieu

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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 who, in accordance with Section 2.5,
shall also serve as chief executive officer of IOC and who, as provided in
Section 1.5(a) shall be the same person serving as chairman of the board of
directors of Parent. 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 forty-eight (48) hours notice to each
Director, either personally, by telephone, by mail or by telegraph. A majority
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 approval by more than a simple
majority of a quorum (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
such supermajority of Directors; provided, however, that at any meeting held
during any period in which Directors of Parent have been elected by holders of
Series C Class 2 Interests of Parent, in their capacity as such, the vote
required to approve any merger, liquidation, sale, lease, conveyance or transfer
of IOC 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 IOC or to approve the incurrence of any debt of IOC
which debt would exceed Ten Million Dollars ($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 sixty-six and two-thirds percent (66 2/3%) of
all of the Directors. If a quorum is not present at any meeting of the Board of
Directors, the Directors present at such meeting may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.

(b) Representation of Certain Members. IOC shall give each of Raytheon
Company ("Raytheon") and Lockheed Xxxxxx Corporation ("Lockheed Xxxxxx") (in
each case so long as it has complied in all material respects with the terms of
Parent's Limited Liability Company Agreement and has not Transferred any of its
Class 1 Interests in Parent other than in a Transfer referred to in clause (i)
of the definition of Exempt Transfer in the 1993 Stock Purchase Agreement)
written notice of each meeting of the Board of Directors at the same time and in
the same manner as notice is given to the Directors, and IOC shall permit a
representative of each of Raytheon and Lockheed Xxxxxx to attend as a
non-participating observer all meetings of the Board of Directors; provided,
that in the case of telephonic meetings conducted in accordance with this
Agreement and applicable law, each of Raytheon and Lockheed Xxxxxx need receive
only actual notice thereof at least forty-eight (48) hours prior to any such
meeting, and each of their representatives shall be given the opportunity to
listen to such telephonic meetings. Raytheon and Lockheed Xxxxxx shall
designate, in writing to IOC, their respective representatives under this
Section 2.3(b) (which representatives upon written notice to IOC can be changed
by the appointing party from time to time; provided, that the individuals so
designated must be the same individuals designated by those parties as
representatives to the board of directors of Parent). Each representative shall
be entitled to receive all written materials and other information (including,
without limitation, copies of meeting minutes) given to Directors in connection
with such meetings

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at the same time such materials and information are given to the Directors. If
IOC proposes to take any action by written consent in lieu of a meeting of the
Board of Directors, IOC shall give written notice thereof to each of the
representatives of Raytheon and Lockheed Xxxxxx prior to the effective date of
such consent describing in reasonable detail the nature and substance of such
action.

(c) Committees. There shall exist the same committees of the Board of
Directors, as there may be committees of the board of directors of Parent. Each
such committee shall have the same authority, rights and responsibilities as
such committees of the board of directors of Parent and the members thereof
shall be the same as the members of such committees of the board of directors of
Parent. If there are alternate members authorized to serve on a committee of the
board of directors of Parent, those individuals shall also be alternates
authorized to serve on the comparable committee of the Board of Directors. No
such committee of the Board of Directors shall have the power or authority to
amend this Agreement, adopt any agreement of merger or consolidation, recommend
to the Members the sale, lease or exchange of all or substantially all of IOC's
property and assets, recommend to the Members a dissolution of IOC or revocation
of a dissolution, and, unless a resolution of the Board of Directors or this
Agreement expressly so provides, no such committee shall have the power or
authority to declare a dividend or other distribution or to authorize the
issuance of Interests. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

(d) Committee Rules. Each committee of Directors may fix its own rules
of procedure and shall hold its meetings as provided by such rules, except as
may otherwise be provided by a resolution of the Board of Directors designating
such committee. Unless otherwise provided in such a resolution, the presence of
at least a majority of the members of the committee shall be necessary to
constitute a quorum. In the event that a committee member and that committee
member's alternate, if any, is or are absent or disqualified, the committee
member or members present at any meeting and not disqualified from voting,
whether or not such committee member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in place of any such
absent or disqualified committee member.

(e) Communications Equipment. The Directors or any committee thereof
may participate in and act at any meeting of such Directors or committee 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
participation in the meeting pursuant to this section shall constitute presence
in person at the meeting.

(f) Waiver of Notice and Presumption of Assent. Any Director or any
member of a committee of the Board of Directors who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member 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. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the

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secretary of IOC immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

(g) Action by Written Consent. Unless otherwise restricted by this
Agreement or the Delaware Act, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all the Directors or members of the committee thereof, as
the case may be, consent thereto in writing, and the writing is filed with the
minutes of proceedings of the Board of Directors or committee.

(h) Tax Consequences to the Members. At the request of any Director,
the Board of Directors shall consider, as part of any determination, decision or
action, the tax consequences to any member of Parent that result from any
proposed action by IOC.

Section 2.4 Compensation of the Directors. No Director shall be
entitled to any compensation for services as a Director.

Section 2.5 Officers.

(a) Establishment, Nomination and Election. The offices and Officers of
IOC shall be identical in all respects to the offices and officers of Parent and
the individuals holding such offices at Parent shall also hold the same offices
at IOC. Any change in an office or officer at Parent shall automatically result
in a corresponding change at IOC. Vacancies shall be automatically filled or new
offices created and filled when corresponding action has been taken at Parent.
Each Officer shall hold office until a successor is duly elected and qualified
or until his or her earlier death, resignation or removal as hereinafter
provided. The initial Officers of IOC are set forth in Annex A.

(b) Removal. Any Officer elected by the Directors shall automatically
be removed to the extent such Officer has been removed as an officer of Parent,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

Section 2.6 Interested Directors.

(a) Contracts Permitted. No contract or transaction between IOC and one
or more of its Directors or Officers, or between IOC and any other limited
liability company, corporation, partnership, association, or other organization
in which one or more of its managers, directors or officers, are Directors or
Officers of IOC, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board or committee which authorizes the
contract or transaction, or solely because his, her or their votes are counted
for such purpose, if (I) the material facts as to such Director's or Officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes

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the contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the number of disinterested Directors is
less than a quorum, (ii) the material facts as to the relationship or interest
and as to the contract or transaction are disclosed or are known to the Members
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the Members, or (iii) the contract or
transaction is fair as to IOC as of the time it is authorized, approved or
ratified by the Board of Directors, a committee or the Members. For purpose of
this Section 2.6 all contracts (and the transactions contemplated thereby) that
are assigned to and assumed by IOC pursuant to the Asset Transfer Agreement
shall be conclusively deemed to be in compliance herewith without any further
action by any Person.

(b) Quorum. Interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee,
which authorizes the contract or transaction.

Section 2.7 Books and Records.

(a) Books and Records to be Kept. IOC shall keep (I) correct and
complete books and records of account, (ii) minutes of the proceedings of
meetings of the Members, the Board of Directors and any committee thereof, and
(iii) a current list of the Directors and Officers and their residence
addresses. IOC shall also keep at its principal executive office a record
containing the names and addresses of all Members, the total Interests held by
each Member and the dates when they respectively became the owners of record
thereof (the "Members' Interest Register"). Any of the foregoing books, minutes
or records may be in written form or in any other form capable of being
converted into written form within a reasonable time. The financial statements
of IOC shall be audited at the end of each fiscal year by an internationally
recognized firm of independent certified public accountants based in the United
States.

(b) Inspection of Books and Records. Any Member, in person or by
attorney or other agent, shall, upon written demand under oath stating the
purpose thereof, have the right during the usual hours for business to inspect
for any proper purpose the Members' Interest Register of IOC and its other books
and records, and to make copies of extracts therefrom. A proper purpose shall
mean any purpose reasonably related to such Person's interest as a Member. In
every instance where an attorney or other agent shall be the Person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the Member. The demand under oath shall be directed to
IOC at its registered office in the State of Delaware or at its principal place
of business.

(c) Rights to Inspect. Any Director shall have the right to examine the
Members' Interest Register of IOC and its other books and records for a purpose
reasonably related to his or her position as a Director. Any member of Parent
shall have the right to examine IOC's Members' Interest Register and its other
books and records for a purpose reasonably related to his, her or its position
as a member of Parent.

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(d) Interest Register as Evidence. The Members' Interest Register shall
be the only evidence as to who are the Members entitled to vote in person or by
proxy at any meeting of Members.

Section 2.8 Indemnification.

(a) Third Party Actions, Suits and Proceedings. Each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of IOC), (hereinafter a
"Proceeding") by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a Director or Officer of IOC, or is
or was serving at the request of IOC as a manager, director, officer, employee,
or agent of another limited liability company or of a corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
by IOC, against all expenses (including attorneys' fees) judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of IOC, and, with respect to the subject matter of any Proceeding, had
no reasonable cause to believe such person's conduct was unlawful. The
termination of any Proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contender or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of IOC,
and, with respect to any Proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

(b) Actions by or in Right of IOC. IOC shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed Proceeding by or in the right of IOC to procure a judgment in its
favor by reason of the fact that such person, or a person of whom he or she is
the legal representative, is or was a Director or Officer of IOC, or is or was
serving at the request of IOC as a manager or director, officer, employee, or
agent of another limited liability company or of a corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such Proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of IOC and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to IOC unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

(c) Procedure for Indemnification. Any indemnification of a Director or
Officer of IOC under Section 2.8(a) or 2.8(b) or advance of expenses under
Section 2.8(f) shall be made promptly, and in any event within thirty (30) days,
upon the written request of the Director or Officer. If a determination by IOC,
by action of its Board of Directors, that the Director or Officer is entitled to
indemnification pursuant to this Section 2.8 is required, and IOC fails to

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respond within sixty (60) days to a written request for indemnity, IOC shall be
deemed to have approved the request. If IOC denies a written request for
indemnification or advancing of expenses, in whole or in part, or if payment in
full pursuant to such request is not made within thirty (30) days, the right to
indemnification or advances as granted by this Section 2.8 shall be enforceable
by the Director or Officer in any court of competent jurisdiction. Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by IOC. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to IOC) that the claimant has not met the standards of
conduct which make it permissible under the Delaware Act for IOC to indemnify
the claimant for the amount claimed, but the burden of such defense shall be on
IOC. Neither the failure of IOC (including its Directors, independent legal
counsel or Members) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware Act, nor an actual determination by IOC (including its Directors,
independent legal counsel or Members) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

(d) Rights Non-Exclusive. The rights to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 2.8 shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Agreement, other agreements, vote of Members or disinterested
Directors or otherwise.

(e) Insurance. IOC may purchase and maintain insurance on its own
behalf and on behalf of any person who is or was a Director, Officer, employee,
or agent of IOC or was serving at the request of IOC as a manager, officer,
employee or agent of another limited liability company, corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,
whether or not IOC would have the power to indemnify such person against such
liability under this Section 2.8.

(f) Expenses. Expenses incurred by any Officer or Director described in
Section 2.8(a) or 2.8(b) in defending a Proceeding shall be paid by IOC in
advance of such Proceeding's final disposition upon receipt of an undertaking by
or on behalf of the Director or Officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
IOC. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

(g) Employees and Agents. Persons who are not covered by the foregoing
provisions of this Section 2.8 and who are or were Members, employees or agents
of IOC, or who are or were serving at the request of IOC as employees or agents
of another limited liability company, corporation, partnership, joint venture,
trust or other enterprise, may be indemnified to the extent authorized at any
time or from time to time by the Board of Directors.

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(h) Contract Rights. The provisions of this Section 2.8 shall be deemed
to be a contract right between IOC and each Director or Officer who serves in
any such capacity at any time while this Section 2.8 and the relevant provisions
of the Delaware Act or other applicable law are in effect, and any repeal or
modification of this Section 2.8 or any such law shall not affect any rights or
obligations then existing with respect to any state of facts or Proceeding then
existing. The indemnification and other rights provided for in this Section 2.8
shall inure to the benefit of the heirs, executors and administrators of any
person entitled to such indemnification. Except as provided in Section 2.8(c)
hereof, IOC shall indemnify any such person seeking indemnification in
connection with a Proceeding initiated by such person only if such Proceeding
was authorized by the Directors.

(i) Merger or Consolidation, Other. For purposes of this Section 2.8,
references to "IOC" shall include, in addition to the resulting company, any
constituent company (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its managers, directors, officers, and
employees or agents, so that any person who is or was a manager, director,
officer, employee or agent of such constituent company, or is or was serving at
the request of such constituent company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Section 2.8 with respect to the
resulting or surviving company as he or she would have with respect to such
constituent company if its separate existence had continued. For purposes of
this Section 2.8, references to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to any employee benefit plan; and references to "serving
at the request of IOC" shall include any service as a Manager, Director,
Officer, employee or agent of IOC which imposes duties on, or involves services
by, such Manager, Director, Officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of IOC"
as referred to in this section.

Section 2.9 Special Rights of IWCL. During the IWCL Special Rights
Period, IOC shall not take any of the following actions, or permit any of the
following actions to occur, without the consent of one of the Directors
designated by IWCL:

(a) Make any material amendments or modifications to this Agreement;

(b) Approve any business plan of IOC that would result in any material
change in the purpose of IOC as set forth in Section 1.3 of this Agreement or
otherwise change IOC's business so that it varies materially from the business
purpose contemplated by Section 1.3 of this Agreement;

(c) Acquire other than in the ordinary course of business of IOC, (i) a
controlling interest or a majority of the voting stock or equity of any
corporation or other entity that would be a Significant Subsidiary (as such term
is defined in Rule 405 under the United States Securities

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Act of 1933, or any successor rule thereto, or (ii) any other assets if the
aggregate fair market value thereof is greater than $50 million;

(d) Sell, lease (as lessor) exchange or otherwise dispose of all or
substantially all of the assets of IOC (other than to a person controlled by IOC
or Parent);

(e) Cause the dissolution and/or liquidation of IOC;

(f) Take any action for the (i) commencement of a voluntary case with
respect to IOC under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect, (ii) consent to the entry of any order for relief in an
involuntary case under any such law with respect to IOC to the extent that the
giving of withholding of such consent is within IOC's discretion, (iii) consent
to the appointment or taking possession by a receiver, liquidator, assignee,
custodian trustee, sequestrator (or similar official) of IOC or of any
substantial part of IOC's property, or (iv) making by IOC of a general
assignment for the benefit of creditors.

ARTICLE III
CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

Section 3.1 Form of Contribution. The contribution with respect to a
Member of IOC may, as determined by the Board of Directors in its discretion, be
in cash, property, or other legal consideration.

Section 3.2 Contributions by the Members. There shall be contributed to
the capital of IOC, with respect to each Person who purchases an Interest, an
amount equal to the net purchase price to IOC for such Interest (such amount
being such Person's capital contribution to IOC). Members, in their capacity as
Members of IOC, shall not be required to make any additional contributions to
IOC except as required by law.

Section 3.3 Allocation of Distributions. The distributions of IOC shall
be allocated entirely to the Members pro rata in proportion to their percentage
ownership of all outstanding Interests.

Section 3.4 Interests as Personal Property. Each Member hereby agrees
that its Interests shall for all purposes be personal property. A Member has no
interest in specific IOC property.

ARTICLE IV
INTERESTS AND OTHER SECURITIES

Section 4.1 Interests and Authorization. The Interests in IOC shall be
represented by certificates, unless otherwise specified by resolution of the
Board of Directors.

Section 4.2 Specific Rights Associated with Interests.

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(a) Voting Rights. All voting rights of the Members shall be vested
exclusively in the Members. Members shall vote in proportion to the number of
Interests owned by each such Member upon all matters upon which Members have the
right to vote. Except as otherwise provided herein and in the Delaware Act, an
action to be taken by Members shall be deemed to have been taken if approved by
Members representing a majority of the votes cast in respect of such action.

(b) Liquidation Rights. Each Member shall be entitled to receive all
distributions to the holders of Interests in any liquidation, dissolution or
winding up of IOC pro rata on proportion to their percentage ownership of all
outstanding Interests.

(c) Dividends and Distributions. To the extent permitted under the
Delaware Act, distributions or dividends (hereinafter referred to as
"Dividends") may be paid on the Interests as and when decided by the Board of
Directors of IOC, in their discretion. When deciding whether to pay a Dividend
to Parent the Board of Directors of IOC shall consider the total tax liability
of members of Parent in respect of their Class 1 Interests (as defined in
Parent's Limited Liability Company Agreement), including the tax liability of
Class 1 Members (as therein defined) in countries other than the home country of
each Class 1 Member.

(d) Minimum Dividends. If the board of directors of Parent is required
to declare or pay a dividend at any time pursuant to Section 3.07(c) of the
Parent's Limited Liability Agreement, the Board of Directors of IOC shall then
be required, to the extent IOC has funds legally available therefore, to
promptly pay a Dividend in the same amount (the "Minimum Dividend"). To the
extent that IOC has insufficient funds legally available to pay the Minimum
Dividend in any year, the Minimum Dividend that the Board of Directors of IOC
shall be required to pay in subsequent years shall be increased by the amount of
such shortfall. Any amounts required to be paid as Minimum Dividends shall be
paid prior to the payment of any other monetary distribution to IOC's Members.

(e) Accounting. Each time the Board of Directors pays a Dividend, it
shall determine the amount of such distribution that is from retained earnings
and the amount that constitutes a return of capital for accounting purposes and
will make a record of such determination in the minutes of the appropriate Board
meeting.

(f) Legal Funds. A Member shall not be entitled to receive any Dividend
with respect to any Dividend payment date (and any such Dividend shall not be
considered due and payable), until such time as IOC has funds legally available
for the payment of such Dividend to its Members pursuant to the terms of this
Agreement and the Delaware Act, and notwithstanding any provision of Section
18-607 of the Delaware Act to the contrary, until such time the Member shall not
have the status of a creditor of IOC, or the remedies available to a creditor of
IOC.

(g) Record Dates. For purposes of determining the Members entitled to
receive payment of any Dividend, the Board of Directors may set a record date,
which shall not precede the date upon which the resolution fixing the record
date is adopted, and which shall not be more than sixty (60) days before such
action. If no record date is fixed, the record date for determining

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Members for any such purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto.
Notwithstanding any provision to the contrary contained in this Agreement, IOC
shall not pay a Dividend to any Member on account of any of its interests if
such Dividend would violate Section 18-607 of the Delaware Act or other
applicable law.

Section 4.3 Fractional Interests. IOC may, but shall not be required
to, issue fractions of an Interest. If it does not issue fractions of a
Interest, it shall (I) arrange for the disposition of fractional Interests by
those entitled thereto, (ii) pay in cash the fair value of fractions of an
Interest as of the time when those entitled to receive such fractions are
determined, or, (iii) issue scrip or warrants in registered form (either
represented by a Certificate or uncertificated) or in bearer form (represented
by a Certificate) which shall entitle the holder to receive a full Interest upon
the surrender of such scrip or warrants aggregating a full Interest. A
certificate for a fractional Interest or an uncertificated fractional Interest
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends or
distributions thereon and to participate in any of the assets of IOC in the
event of liquidation. The Board of Directors may cause scrip or warrants to be
issued subject to the conditions that they shall become void if not exchanged
for Certificates representing the full Interests or uncertificated full
Interests before a specified date, or subject to the conditions that the
Interests for which scrip or warrants are exchangeable may be sold by IOC and
the proceeds thereof distributed to the holders of scrip or warrants, or subject
to any other conditions which the Board of Directors may impose.

Section 4.4 Certificates for Interests. The Interests of IOC shall be
represented by Certificates, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all Interests of the
classes or series of its Interests shall be uncertificated. Any such resolution
shall not apply to Interests represented by a Certificate until such Certificate
is surrendered to IOC. Notwithstanding the adoption of such a resolution by the
Board of Directors, every holder of Interests represented by Certificates and
upon request every holder of uncertificated Interests shall be entitled to have
a Certificate signed by, or in the name of, IOC, by the chairman of the Board of
Directors, or any Vice Chairman or the president or any vice-president, and by
the treasurer or any assistant treasurer, or the secretary or any assistant
secretary of IOC representing the number of Interests registered in Certificate
form. Any or all the signatures on the Certificate may be a facsimile. In case
any Officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a Certificate shall have ceased to be such
Officer, transfer agent or registrar before such Certificate is issued, it may
be issued by IOC with the same effect as if he or she were such Officer,
transfer agent or registrar at the date of issue.

ARTICLE V
DISSOLUTION AND WINDING UP

Section 5.1 Dissolution. IOC shall be dissolved and its affairs wound
up upon the adoption of a resolution by sixty-six and two-thirds percent (66
2/3%) of the entire Board of

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Directors that it is deemed advisable in the judgment of the Board of Directors
that IOC be dissolved followed by the affirmative vote at a meeting duly called
for such purpose of sixty-six and two-thirds percent (66 2/3%) of the Interests
approving the dissolution; provided, that the resolution of the Board of
Directors authorizing a proposed dissolution may provide that notwithstanding
authorization or consent to the proposed dissolution by the Members, the Board
of Directors may abandon such proposed dissolution without further action by the
Members.

Section 5.2 Resignation of Members. A Member may resign from IOC only
by transferring its Interests pursuant to Article VI hereof. No Member shall be
able to resign or be deemed to resign if it ceases to be a Member due to
bankruptcy or for any other reason (a "Former Member") except upon the consent
of sixty-six and two-thirds percent (66 2/3%) of the other Members, if IOC
continues, pursuant to Section 5.1(b) or otherwise, to exist. Such Former
Member, if not permitted or deemed to resign, shall not be entitled to any of
the rights granted to a Member hereunder or under applicable law but shall be,
to the extent not otherwise provided by this Agreement or applicable law,
entitled to receive distributions and allocations of items of income, gain,
loss, deduction, expense and credit as if such Former Member continued to be a
Member hereunder.

Section 5.3 Winding Up. Upon dissolution of IOC, IOC's affairs shall be
wound up by the chairman of the Board of Directors (as liquidating trustee) or,
if there is no chairman of the Board of Directors, by the person who may be
elected by a vote of the Members. Upon the winding up of IOC, any amounts
permitted to be distributed to Members shall be distributed to the Members in
proportion to the number of Interests held by each such Member.

ARTICLE VI
TRANSFERS

Section 6.1 Board Approval Required. Except as otherwise provided in
this Agreement, a Person shall not transfer Interests without the prior approval
of a majority of the Directors.

Section 6.2 Obligations of Transferees and Transferors. Each Person
that becomes the owner of Interests pursuant to any Transfer shall execute an
agreement in form and substance satisfactory to IOC which shall include such
Person's agreement to be bound by the provisions of this Agreement. No Transfer
shall relieve a party hereto of its contractual obligations under this Agreement
or relieve any Indirect Owner of its contractual obligations under its Agreement
of Indirect Owner unless the relief of such obligations is approved by the
holders of at least 66 2/3% of the then outstanding Interests.

Section 6.3 Inapplicability of Article. Article VI shall not apply to a
Transfer by any Person of any ownership interest in a Member.

Section 6.4 Substituted Members. Unless otherwise provided in this
Agreement, a transferee of any Interest shall not become a substituted Member
without the consent of a "majority in interest" of the non-transferring Members,
which consent may be given or withheld

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in the discretion of the Members, whether or not reasonable. Unless and until a
transferee becomes a Member pursuant to this Section 6.4, the transferee shall
not be entitled to any of the rights granted to a Member hereunder or under
applicable law, other than the right to receive distributions and allocations of
items of income, gain, loss, deduction, expense, and credit as if such
transferee were a Member. However, such transferee shall be bound by any
limitations and obligations contained herein with respect to Members.

Section 6.5 Pledge of Interests. Notwithstanding anything herein to the
contrary, Members may pledge Interests to secure indebtedness for borrowed money
and related obligations owing to the respective lenders (or their agent or
designee) in connection with indebtedness incurred by IOC for the development
and/or operation of its business, provided that such pledge is either (i)
approved by the Board of Directors or (ii) made to the lenders or an agent for
such lenders in connection with the Secured Bank Facility (as defined in Section
10.5). Notwithstanding anything in Article VI or elsewhere in this Agreement to
the contrary, the pledgee of such Interests shall be permitted to exercise and
enforce all of its rights and remedies in respect of such Interests under the
relevant pledge or security agreement or other relevant instruments pursuant to
which such pledge was created, including but not limited to the sale or transfer
of such Interests, without approval of the Board of Directors or any other
approval under this Agreement, provided that, upon such sale or transfer, such
transferee shall agree to be bound by the provisions of this Agreement. In
addition, except as specified in the provisions of the immediate preceding
sentence, Section 7.2 of this Agreement shall not apply to the admission of such
transferee as a new Member in connection with the exercise or enforcement of
such right and remedies by such pledgee and without limiting the foregoing, such
transferee shall not be required to make any contribution pursuant to Section
7.2(c).

ARTICLE VII
ADMISSION OF ADDITIONAL MEMBERS

Section 7.1 Initial Member. The sole original Member of IOC shall be
the Parent.

Section 7.2 Admission of Additional Members.

(a) Admission of Members. With the consent of Members holding a
majority of the Interests, the Board of Directors may at any time cause IOC to
admit additional Members ("Additional Members").

(b) Time of Admission. An Additional Member shall be deemed admitted as
a Member upon the later of the written request by such Person that the Members'
Interest Register reflect such admission and the execution by such Person of
this Agreement or a counterpart hereof whereby such person agrees to be bound by
the provisions of this Agreement, and the time such person is listed as a Member
in the Members' Interest Register of IOC and a Certificate evidencing such
person's ownership of such Interest is issued.

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(c) Required Contribution. The Board of Directors shall determine what,
if any, contribution the Additional Member needs to make and the number of
Interests to be issued to such Member.

ARTICLE VIII
GATEWAY RIGHTS OF IRIDIUM LLC CLASS 1 MEMBERS

Section 8.1 Access Rights of Iridium LLC Class 1 Members. IOC hereby
acknowledges the rights granted to each Iridium LLC Class 1 Member pursuant to
Article VIII of the Iridium LLC Agreement and agrees that it shall not take any
action that Parent could not take in contravention of such rights. In addition,
IOC hereby authorizes each Iridium LLC Class 1 Member and its Affiliates, to the
extent permitted by applicable law (including United States law), to provide
Gateway Services and to retain Service Providers (and act as a Service Provider)
in the Gateway Service Territory allocated to such Iridium LLC Class 1 Member on
the Iridium LLC Gateway Service Territory Allocation Schedule most recently
provided to IOC by Parent pursuant to Section 8.2 and to construct an unlimited
number of Gateways in such Gateway Service Territory. IOC will not authorize any
other Person to provide Gateway Services, construct Gateways, act as a Service
Provider, or retain Service Providers in any Iridium LLC Class 1 Member's
Gateway Service Territory except on a basis consistent with the allocations set
forth in the Iridium LLC Gateway Service Territory Allocation Schedule most
recently provided to IOC by Parent.

Section 8.2 Parent to Provide Gateway Service Territory Information.
Parent hereby agrees to provide IOC with an Iridium LLC Gateway Service
Territory Allocation Schedule, no later ten (10) days from the date of this
Agreement and no later ten (10) days following the date of each amendment,
modification or other change to the Iridium LLC Gateway Service Territory
Allocation Schedule. IOC shall not be responsible to any Person for errors or
omissions in any Iridium LLC Gateway Service Territory Allocation Schedule.

ARTICLE IX
GENERAL PROVISIONS

Section 9.1 Amendments to the Agreement.

(a) General. This Agreement may not be changed or amended or the
observance of any provisions by IOC waived without the consent of the Board of
Directors.

(b) Amendments Affecting Indemnification. Notwithstanding the
provisions of Section 9.1(a), no amendments to the provisions of Section 2.8 may
be made without the consent of any party whose rights thereunder are directly
affected by such amendment(s).

(c) Amendments Affecting Article VIII. Notwithstanding the provisions
of section 9.1(a), for so long as the Parent is the majority member of IOC no
amendments to the provisions

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of Article VIII may be made unless an amendment having the same intent has been
made to the Iridium LLC Agreement.

(d) Amendments to Annexes by Secretary. The secretary of IOC is
permitted to amend the annexes to this Agreement to reflect changes in the
information contained therein without obtaining a separate consent of the
Members.

Section 9.2 Governing Law; Severability. This Agreement shall be
governed by and construed in accordance with the domestic laws of the State of
Delaware without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Delaware. In particular, it shall be construed to the maximum extent possible to
comply with all of the terms and conditions of the Delaware Act. If,
nevertheless, it shall be determined by a court of competent jurisdiction that
any provision or wording of this Agreement shall be invalid or unenforceable
under said Act or other applicable law, such invalidity or unenforceability
shall not invalidate this entire Agreement. In that case, this Agreement shall
be construed so as to limit any term or provision so as to make it enforceable
or valid within the requirements of any applicable law, and, in the event such
term or provision cannot be so limited, this Agreement shall be construed to
omit such invalid or unenforceable provisions.

Section 9.3 Jurisdiction and Service of Process Arbitration. Any suit,
action or proceeding against any party with respect to this Agreement may be
brought in a court of the United States sitting in the State of Delaware or, if
jurisdiction is lacking in such a court, in a court of record in the State of
Delaware, and each party hereby irrevocably waives, to the fullest extent
permitted by law, any objection that it may have, whether now or in the future,
to the laying of venue in, or to the jurisdiction of, any and each of such
courts for the purpose of any such suit, action, proceeding or judgment and
further waives any claim that any such suit, action, proceeding or judgment has
been brought in an inconvenient forum, and the party hereby submits to such
jurisdiction. The party hereby agrees that service of all writs, process and
summonses in any such suit, action or proceeding brought in the State of
Delaware may be made upon The Corporation Trust Company, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, or such alternate process agent in the United States
designated with respect to the party in a writing delivered to IOC (the "Process
Agent") and the party hereby irrevocably appoints the Process Agent in its name,
place and stead to receive and forward such service of any and all such writs,
process and summonses and agrees that the failure of the Process Agent to give
any notice of any such service of process to such party shall not impair or
affect the validity of such service or of any judgment based thereon. If the
Process Agent is no longer able to so act for any reason whatsoever, the party
agrees to appoint a substitute process agent, which substitute process agent
shall thereafter be deemed to be the Process Agent hereunder, and to give notice
of such appointment to IOC. If the party is a Government, it hereby irrevocably
waives any and all claims of sovereign immunity in connection with the
execution, performance and enforcement of this Agreement and other immunities
which may relate to this Agreement, including, without limitation, with respect
to service of process, submission to jurisdiction, attachment and execution on
property. In the event the foregoing provisions of this Section 9.3 are for any
reason unenforceable or otherwise do not permit a party to become subject to the
jurisdiction of the courts contemplated hereby, then in the

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event any dispute arises in connection with the interpretation or implementation
of this Agreement which the parties are unable to resolve within sixty (60)
days, (i) any party may submit the dispute for arbitration in Stockholm, Sweden
in accordance with the Rules of the Arbitration Institute of the Stockholm
Chamber of Commerce with instructions that the arbitration be conducted in the
English language, (ii) the arbitration award shall be final and binding on the
parties and shall be enforced in accordance with its terms, and, (iii) the
arbitration fee shall be borne by the party as designated by the arbitration
award. In the course of such arbitration, this Agreement shall be continuously
performed except with respect to the part hereof which is the subject of, or
which is directly and substantially affected by, the arbitration. In any such
arbitration proceeding, any legal proceeding to enforce any arbitration award
and any other legal action between or among the parties hereto pursuant to or
relating to this Agreement or the transactions contemplated hereby, each party
expressly waives the defense of sovereign immunity and any other defense based
on the fact or allegation that it is an agency or instrumentality of a sovereign
state. Any award of the arbitrators shall be enforceable by any court having
jurisdiction over the party against which the award has been rendered and such
award shall be enforceable in accordance with the United Nations Convention on
the Reciprocal Enforcement of Arbitral Awards (1958).

Section 9.4 Power of Attorney and Other Authorizations and appoint any
vice president of IOC and the secretary of IOC as the true and lawful
representative and attorney-in-fact of such party, in the name, place and stead
of such party, with full power of substitution, to make, execute, sign and file
a Certificate of Formation, any amendment thereof and such other instruments,
documents and certificates which may from time to time be required by the laws
of the United States of America, the State of Delaware or any other state or
country in which IOC shall determine to do business or any political subdivision
or agency thereof, to effectuate, implement and continue the valid and
subsisting existence or qualification to do business of IOC or in connection
with any tax returns, filings or related matters.

Such representative and attorney-in-fact shall not, however, have any
right, power or authority to amend or modify this Agreement when acting in such
capacities.

The power of attorney granted hereby is coupled with an interest and
shall survive and not be affected by the subsequent dissolution, incapacity or
disability of such Member.

Each Director is hereby deemed to be an authorized person within the
meaning of the Delaware Act. The execution, delivery and filing of the
Certificate of Formation of IOC by IOC is hereby authorized, approved and
ratified. The Directors are hereby authorized to execute, deliver and file any
amendment to and restatements of the Certificate of Formation of IOC that are
required or permitted by the Delaware Act and any and all certificates or
documents required by the Delaware Act.

Section 9.5 Actions of Members. Except as otherwise stated in this
Agreement or as required by law, any act of a party that may be or is required
to be taken under either this Agreement or the Delaware Act may be taken by
their respective duly authorized officers.

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Section 9.6 Notices. All notices and other communications provided for
in this Agreement shall be in writing, shall be in the English language and
shall be sufficiently given if made to the Company by hand delivery, telecopier,
by express courier service (charges prepaid), or by registered or certified mail
(postage prepaid and return receipt requested) to the following address:

Iridium Operating Company LLC
0000 Xxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
X.X.X.
Attention: General Counsel

Phone: (000) 000-0000
Facsimile: (000) 000-0000

or at such other address as the Company shall have furnished in writing to any
Member. All such notices and other communications shall be deemed to have been
duly given when delivered by hand, if personally delivered, five business days
after being deposited with an express courier service (charges prepaid) or after
being deposited in the mail, postage prepaid, if delivered by mail, or when
receipt is acknowledged (by a facsimile machine or otherwise), if telecopied.

Section 9.7 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties to this Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

ARTICLE X
RATIFICATION AND AUTHORIZATION OF CERTAIN ACTIONS

Section 10.1. Formation of IOC. The actions of the Officers of Parent
and the Officers with respect to the formation of IOC are hereby ratified and
approved.

Section 10.2. Asset Transfer Agreement. The Officers are, and each of
them hereby is, authorized, for and on behalf of IOC, to execute and deliver the
Asset Transfer Agreement between Parent and IOC, dated the date hereof (the
"Asset Transfer Agreement"), and the Officers are, and each of them hereby is,
authorized, for and on behalf of IOC to take any action as may be necessary to
satisfy IOC's obligations, or exercise its rights, under the Asset Transfer
Agreement, and the signature of any such Officer to any document executed in
connection therewith shall be conclusive, as to the approval of IOC of the form
and substance of such document.

Section 10.3. Management Services Agreement. The Officers are, and each
of them hereby is, authorized, for and on behalf of IOC, to execute and deliver
the Management Services Agreement between Parent, IWCL and IOC, dated the date
hereof (the "Management Services

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Agreement"), and the Officers are, and each of them hereby is, authorized, for
and on behalf of IOC to take any action as may be necessary to satisfy IOC's
obligations, or exercise its rights, under the Management Services Agreement,
and the signature of any such Officer to any document executed in connection
therewith shall be conclusive, as to the approval of IOC of the form and
substance of such document.

Section 10.4. Guaranteed Credit Facility. The Officers are, and each of
them hereby is, authorized, for and on behalf of IOC, to execute and deliver an
amendment ("Amendment No. 1") to the Credit Agreement, dated as of August 21,
1996, among the Parent, Chase Securities, Inc. and Barclays Capital, a division
of Barclays Bank PLC (as successor to BZW), The Chase Manhattan Bank, as
Administrative Agent, Barclays Bank PLC, as Documentation Agent, and the lenders
thereunder (the "Guaranteed Credit Facility"), which has the general effect of
substituting IOC for Parent as the borrower under the Guaranteed Credit
Facility, extending the term thereof until approximately June 30, 1999 and
making other arrangements in connection therewith, in form and substance
satisfactory to the Officer or Officers executing and delivering such Amendment
No. 1, and the Officers are, and each of them hereby is, authorized, for and on
behalf of IOC to take any action as may be necessary to satisfy IOC's
obligations, or exercise its rights, under the Guaranteed Credit Facility, as
amended by Amendment No. 1, and the signature of any such Officer to any
document executed in connection therewith shall be conclusive, as to the
approval of IOC of the form and substance of such document.

Section 10.5. Secured Bank Facility. The Officers are, and each of them
hereby is, authorized, for and on behalf of IOC, to execute and deliver a Credit
Agreement among IOC, Chase Securities, Inc. and Barclays Capital, a division of
Barclays Bank PLC, The Chase Manhattan Bank, as Administrative Agent, Barclays
Bank PLC, as Documentation Agent, and the lenders thereunder (the "Secured Bank
Facility"), and secured by all of the assets of IOC and Parent's Interests in
IOC, for financing, in the principal amount of up to $1.0 billion, the
development, construction and operation of the IRIDIUM System, on terms
negotiated by the Parent and IOC and in form and substance satisfactory to the
Officer or Officers executing and delivering such Secured Bank Facility,
provided that such Secured Bank Facility is executed and delivered by January
30, 1998; and the Officers are, and each of them hereby is, authorized, for and
on behalf of IOC to take any action as may be necessary to satisfy IOC's
obligations, or exercise its rights, under the Secured Bank Facility, including
without limitation, executing and delivering security agreements, depositary
agreements, promissory notes, certificates and all other agreements and
instruments related to the Secured Bank Facility, and that the signature of any
such Officer to any document executed in connection therewith shall be
conclusive, as to the approval of IOC of the form and substance of such
document; and all action taken by the board of directors of Parent or any
committee thereof and any officer of Parent in connection with the Secured Bank
Facility to the extent not inconsistent with this Section 10.5 is hereby
ratified and approved.

ARTICLE XI
CERTAIN DEFINITIONS

For purposes of this Agreement, the following terms have the following
meanings:

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"Affiliate" means any person that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the person specified.

"Agreement" means this Limited Liability Company Agreement as it may be
amended, restated or supplemented from time to time.

"Certificates" means with respect to an Interest, the certificate
therefor in fully registered definitive form.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Director" means any person authorized to act as a director of IOC
pursuant to Section 1.5.

"Gateway" means a terrestrial interconnection point between the IRIDIUM
Satellite System and a public switched telephone network.

"Gateway Services" means all services necessary and incident to the
provision of wireless telecommunications services using the Iridium Satellite
System.

"Gateway Service Territory" means a geographic territory allocated to a
Person for the purpose of providing Gateway Services.

"Government" means any nation or government, any state or other
political subdivision thereof, any ministry thereof, any wholly-owned Person
thereof, and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.

"Interests" means Interests authorized under Section 4.1.

"IOC" means Iridium Operating LLC, a limited liability company
organized under the laws of the State of Delaware.

"IRIDIUM LLC Agreement" means the Limited Liability Company Agreement
of Iridium LLC, dated as of July 26, 1996, as amended to the date hereof and as
amended from time to time hereafter.

"Iridium LLC Class 1 Member" means any Person that holds owns one or
more class 1 membership interests in Parent and is admitted as a member of
Parent for purposes of the Parent's limited liability company agreement, as such
agreement may be amended from time to time.

"Iridium LLC Gateway Service Territory Allocation Schedule" means the
schedule provided by Parent pursuant to Section 8.02 listing the geographic
territories allocated to Iridium LLC Class 1 Members pursuant to the limited
liability company agreement of Parent, as such agreement may be amended from
time to time.

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"IRIDIUM Satellite System" means the low-earth orbit satellite space
system to be delivered under the Space System Contract.

"IRIDIUM Services" means wireless telecommunications services that are
provided, directly or indirectly, through the IRIDIUM System.

"IRIDIUM System" means the global wireless communications system
encompassing the Iridium Satellite System, the Gateways, the terrestrial
wireless interprotocol roaming infrastructure (designed to facilitate roaming
among the Iridium Satellite System and terrestrial wireless systems) and the
subscriber equipment designed to provide mobile access to the Iridium Satellite
System and the interprotocol roaming structure.

"IWCL" means Iridium World Communications Ltd., a Bermuda corporation,
and any successor to all or substantially all of its assets.

"IWCL Change of Control" means an event or series of events not
approved either by members of Parent owning a majority of the Parent Class 1
Membership interests or by a majority of the Board of Directors of Parent, at a
time when IWCL owns Parent Class 1 Membership Interests representing less than
50% of the outstanding Parent Class 1 Membership Interests, as a result of which
(a) any "person" or "group" (as such terms are defined in Section 12(d) and
14(d) of the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act")) other than Parent becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 30% of IWCL's outstanding common stock (or equivalent securities), (b) IWCL
consolidates with or merges into another corporation or conveys, transfers or
leases all or substantially all of its assets to any person, or any corporation
consolidates with or merges into IWCL, in either event pursuant to a transaction
in which IWCL's outstanding common stock is changed into or exchanged for cash,
securities or other property, other than any transaction (i) between IWCL and
either Parent, an affiliate of Parent or a wholly-owned subsidiary of Parent, or
(ii) after which the shareholders who beneficially owned IWCL's common stock
immediately before such transaction beneficially own at least 50% of the
outstanding voting stock of the surviving entity and no person beneficially owns
more than 30% of the outstanding voting stock of the surviving entity, or (c)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of IWCL (together with any new
directors whose election by the board of directors of IWCL or whose nomination
for election was approved by a vote of 66 2/3% of the members of the board of
directors of IWCL's then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
board of directors of IWCL then in office.

"IWCL Reduction in Interest" means the sale or other disposition by
IWCL or Parent of Class 1 Membership Interests which results in a reduction of
the ownership interest of IWCL from five percent or more of the total
outstanding Parent Class 1 Membership Interests to below such percent.

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"IWCL Special Rights Period" means the period commencing on the first
date on which IWCL's Parent Class 1 Membership Interests represent five percent
or more of the total outstanding Parent Class 1 Membership Interests and ending
on the date of delivery by Parent of an Iridium Bermuda Termination Notice.

"IWCL Special Rights Termination Event" means the occurrence of an IWCL
Change of Control or an IWCL Bermuda Reduction in Interest.

"IWCL Termination Notice" means a written notice from Parent to IWCL
following an IWCL Special Rights Termination Event.

"Managers" means those persons appointed or elected by the members to
be managers of IOC in accordance with the Delaware Act.

"Member" means any Person that holds an Interest in the Company and is
admitted as a member of IOC pursuant to the provisions of this Agreement, in its
capacity as a member of IOC.

"1993 Stock Purchase Agreement" means the Stock Purchase Agreement,
dated as of July 19, 1993, between Iridium, Inc. and China Great Wall Industry
Corporation, Iridium Africa Corporation, Iridium Canada, Inc., Iridium Middle
East Corporation, Khrunichev Enterprise, Lockheed Corporation, Motorola, Inc.,
Muidiri Investments BVI, Ltd., Nippon Iridium Corporation, Raytheon Company,
Sprint Corporation, Pacific Electric Wire & Cable Co., Ltd., STET - Societa
Finanziaria Telefonica per Azioni, and Thai Satellite Telecommunications Co.,
Ltd.

"Officer" means persons designated as such pursuant to Section 2.5.

"Person" shall mean a natural person, partnership (whether general or
limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any
representative capacity.

"Service Provider" means any provider of IRIDIUM Services to end
customers.

"Space System Contract" means the Space System Contract between Parent
and Motorola entered into in July 1992, as amended.

"Subsidiary" means any corporation or other entity of which the shares
of outstanding capital stock or other interests possessing the voting power
(under ordinary circumstances) in electing the board of directors are, at the
time as of which any determination is being made, owned by IOC either directly
or indirectly through Subsidiaries.

"Transfer" means to sell, transfer, assign, pledge or otherwise
encumber or dispose of (whether with or without consideration and whether
voluntarily or involuntarily or by operation of law), directly or indirectly;
provided, that a lien arising with respect to Interests in connection

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with a general lien on all or substantially all of the assets of the holder of
Interests shall not constitute a Transfer.

Each of the following terms is defined in the Section set forth
opposite such term:

Term Section
---- -------

"Additional Members" 7.2
"Amendment No. 1" 10.4
"Asset Transfer Agreement" 10.2
"Delaware Act" Preamble
"Fiscal Year" 1.4
"Former Member" 5.2
"Guaranteed Credit Facility" 10.4
"Lockheed Xxxxxx" 2.3(b)
"Management Services Agreement" 10.3
"Members' Interest Register" 2.7(a)
"Parent" Preamble
"Proceeding" 2.8(a)
"Process Agent" 9.3
"Raytheon" 2.3(b)
"Secured Bank Facility" 10.5

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.

MEMBER:

WITNESS IRIDIUM LLC

/s/ Xxxxx Xxxxx By: /s/ Xxx Xxxxx
---------------------------------- ------------------------------

Name: Xxxxx Xxxxx Name: Xxx Xxxxx
--------------------------- ----------------------------

Title: Assistant General-- Title: Vice President--Chief
Counsel--Corporate Matters Financial Officer
-------------------------- ---------------------------

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ANNEX A

INITIAL DIRECTORS

Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Ferchat
Wang Xxx Xxx
X.X. Xxxx
Hasan M. Binladin
Xxxxxxx Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxx X. Xxx
Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx
Xxxx X. Xxxxxxxx
Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxxx
Tao-Tsun Sun
Xxxxxxxx X. Xxxxxx
Xxxxxxxx Xxxxxxxx
Sribhumi Sukhanetr
Xxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxxx de Oms Xxxxxxxx
Xxxxx Kellinghusen
J. Xxxxxxx Xxxxxx
Yusai Okuyama
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx
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INITIAL OFFICERS

Xxxxxx X. Xxxxxx - Chairman
Xxxxxx X. Xxxxxxx - Vice President and Chief Financial Officer
Xxxxx Xxxxxxxxxx - Executive Vice President - Marketing and Distribution
Xxx Xxxxxxx - Senior Vice President - Strategic Planning and Business
Development
O. Xxxxx Xxxx - Vice President - Network Operations
Xxxxx X. Xxxx-Xxxxxx - Vice President - Global Gateway Relations
Xxxx Xxxxxxxxxxx - Vice President - Business Operations
Xxx Xxxxx - Vice President - Chief Financial Officer
Xxxx X. Xxxx - Vice President - Human Resources
Xxxxxxx Xxxxxxx - Vice President - Government Affairs
Xxxx X. Xxxxxx - Vice President - Aeronautics
Xxxxx X. Xxxxx - Vice President - Engineering
F. Xxxxxx Xxxxxx - Vice President, General Counsel and Secretary
Xxxxxx X. Xxxxx, Xx. - Assistant Secretary and Deputy General Counsel
Xxxxxxx X. Xxxxxx - Vice Chairman and Independent Company Director

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ANNEX B

INTERESTS

Name and Business Address Interest

Iridium LLC 100%
0000 Xxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000

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Table of Contents

AGREEMENT OF

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