EXHIBIT 3.2.4
OPERATING AGREEMENT OF
AMKOR INTERNATIONAL HOLDINGS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (this "AGREEMENT") of Amkor International
Holdings, LLC, a Delaware limited liability company (the "COMPANY"), is entered
into as of December 22, 2004 and shall constitute the "limited liability company
agreement" of the Company within the meaning of Section 18-101(7) of the
Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code,
Section 18-101 et seq., as amended (the "ACT").
1. Except as otherwise provided in this Agreement, the default provisions
of the Act shall apply to the Company.
2. Guardian Assets, Inc., a Delaware corporation, shall be the sole
"member" of the Company within the meaning of Section 18-101(11) of the Act (the
"MEMBER").
3. The Company shall maintain a Delaware registered office and agent for
the service of process as required by the Act. In the event the registered agent
ceases to act as such for any reason or the registered office shall change, the
Member shall promptly designate a replacement registered agent or file a notice
of change of address, as the case may be.
4. The purpose and scope of the Company shall be to engage in such lawful
activities as shall be determined by the Member in its sole and absolute
discretion.
5. Title to all Company property shall be held in the name of the Company;
provided, however, that the Company shall make such distributions of cash and/or
property to the Member from time to time as the Member shall determine in its
sole and absolute discretion.
6. Except as otherwise required by applicable law, the Member shall have
no personal liability for the debts and obligations of the Company.
7. The Member shall have no obligation to make any contributions to the
capital of the Company and shall make only such contributions as the Member
shall determine in its sole and absolute discretion.
8. The Member shall have no obligation to provide any services to the
Company and shall provide only such services as the Member shall determine in
its sole and absolute discretion.
9. The Company shall indemnify the Member and the officers of the Company
to the fullest extent permitted by law.
10. The Member shall control the management and operation of the Company
in such manner as it shall determine in its sole and absolute discretion.
Without limiting the foregoing, each of the following individuals is hereby
appointed as an officer of the Company in the position set
forth opposite his or her name to serve at the pleasure of the Member, provided
that any such individual shall cease to be an officer of the Company effectively
immediately upon the date such individual ceases to be an employee of Amkor
Technology, Inc., a Delaware corporation ("ATI"), or one of its direct or
indirect subsidiaries:
Xxxxxxx X. Xxxxx - Chairman
Xxxxx X. Xxxxx - Secretary
Xxxxxx Xxxxxxx - Vice President
Officers of the Company may be removed by the Member at any time and for
any reason, and additional officers may be appointed from time to time by the
Member. No officer need be a Member. Any officers so designated shall have such
authority and perform such duties as the Member may, from time to time, delegate
to them. The Member may assign titles to particular officers and, if the title
is one commonly used for officers of a Delaware corporation, the assignment of
such title shall constitute the delegation to such officer of the authority and
duties that are normally associated with that office, subject to any specific
delegation of authority and duties made to such officer by the Member. Any
officer may resign at any time by giving written notice to the Company and the
Member.
11. Notwithstanding any provision of this Agreement to the contrary, any
contract, agreement, deed, lease, note or other document or instrument executed
on behalf of the Company by the Member or the officers of the Company shall be
deemed to have been duly executed and third parties shall be entitled to rely
upon the power of the Member or the officers, as the case may be, to bind the
Company without otherwise ascertaining that the requirements of this Agreement
have been satisfied.
12. The "Amkor" names and marks are the property of ATI. The Company's
authority to use such names and marks may be withdrawn by ATI at any time
without compensation to the Company. Following the dissolution and liquidation
of the Company, all right, title and interest in and to such names and marks
shall be held solely by ATI.
13. The interpretation and enforceability of this Agreement and the rights
and liabilities of the Member and officers as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.
14. In the event any provision of this Agreement is determined to be
invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.
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15. This Agreement may be amended, in whole or in part, only through a
written amendment executed by the Member.
16. This Agreement contains the entire understanding and intent of the
Member regarding the Company and supersedes any prior written or oral agreement
respecting the Company. There are no representations, agreements, arrangements,
or understandings, oral or written, of the Member relating to the Company which
are not fully expressed in this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date
first above written.
GUARDIAN ASSETS, INC.
/s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Chief Financial Officer
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(Print or type title)
SIGNATURE PAGE TO OPERATING AGREEMENT OF
AMKOR INTERNATIONAL HOLDINGS, LLC
