Exhibit 3.2
MIRANT NORTH AMERICA, LLC
LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement (this "Agreement") of Mirant North
America, LLC (the "Company"), a limited liability company formed under the
Delaware Limited Liability Company Act, is entered into this 14th day of
December, 2005, between the Company and Mirant Americas Generation, LLC, its
sole member ("MAG").
WHEREAS, the parties hereto desire to form a limited liability company in
accordance with the terms hereof;
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:
(a) "Act" shall mean the Delaware Limited Liability Company Act, Del.
Code ▇▇▇. Tit. 6 Sections 18-101 et seq., as it may hereafter be amended or
supplemented.
(b) "Certificates" shall mean the Certificate of Conversion and the
Certificate of Formation of the Company filed with the Secretary of State of
Delaware pursuant to Section 266 of the General Corporation Law of Delaware and
Section 118 of the Act, respectively, as each may be amended from time to time
by the Member (as hereinafter defined).
(c) "Effective Date" shall mean the date on which the Certificates are
filed with the Delaware Secretary of State.
(d) "Interest" shall mean the interest of the Member in the Company,
which includes, without limitation, the Member's interest in the profits and
losses of the Company, the Member's right to receive distributions of the
Company's assets, and the Member's other rights and interests in respect of the
Company under this Agreement and the Act, and which as of the date hereof,
expressed as a percentage of all such interests in the Company, is 100%.
(e) "Member" shall mean MAG, any successor or assign, and any
additional members of the Company admitted pursuant to Section 14 of this
Agreement. As of the date hereof, MAG is the sole member of the Company with its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇.
(f) "Officers" shall have the meaning set forth in Section 10(l)
hereof.
(g) "Secretary of State" shall mean the Secretary of State of
Delaware.
2. Formation.
(a) In accordance with the Act, the Company shall be formed and this
Agreement shall become effective upon the fling of the Certificates with the
Secretary of State (the "Effective Time"). Except as otherwise provided herein,
the rights and liabilities of the Member in respect of the Company shall be as
provided in the Act.
(b) Effective as of the Effective Time on the Effective Date, the
Member shall be and hereby is admitted as the sole initial member of the
Company, and the Member's Interest in the Company shall be and shall be
conclusively deemed duly authorized and validly issued as of such time. At the
sole option of the Member, the Interest may be represented by a certificate.
(c) Notwithstanding any other provision contained herein to the
contrary, the Company shall not permit non-voting membership interests.
3. Name. The name of the Company is Mirant North America, LLC.
4. Purpose and Powers. The purpose of the Company is, and the Company shall
have the power and authority, to engage in and carry on any lawful business,
purpose or activity for which a limited liability company may be formed under
the Act. The Company may, and shall have all power and authority to, take any
and all actions as may be necessary, appropriate, proper, advisable, incidental,
convenient to or in furtherance of the foregoing purpose.
5. Principal Office; Registered Office and Agent. The Company's initial
principal office shall be located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ and its initial registered office shall be located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ of ▇▇▇▇, ▇▇▇▇▇. The
name of its initial registered agent at that address is National Registered
Agents, Inc. The Company may change its principal office, registered office, and
registered agent from time to time.
6. Term. The term of existence of the Company shall commence at the
Effective Time on the Effective Date and shall continue until the filing of a
certificate of cancellation of the Company in accordance with the Act.
7. Qualification in Other Jurisdictions. The Officers shall have the power
and authority, and shall be and hereby are authorized and empowered, to cause
the Company to be qualified or registered to conduct business in any
jurisdiction in which the Company transacts business and to be registered under
any assumed or fictitious names under applicable law. The Officers shall have
power and authority, and shall be and hereby are authorized and empowered, to
execute, deliver and file any certificates (including, without limitation, any
amendments and/or restatements thereof) necessary for the Company to qualify or
register to do business in a jurisdiction in which the Company may wish to
conduct business.
8. Accounting Period. and Tax Year. Unless otherwise determined by the
Member, the Company's accounting period and tax year shall be the calendar year.
9. Records to be Maintained.
(a) The Company shall maintain the following records at its principal
office:
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(i) A copy of this Agreement and the Certificates and all
amendment to any of such documents, and executed copies of the powers of
attorney, if any, pursuant to which this Agreement, the Certificates, or any
amendments to any of such documents have been executed;
(ii) Copies of such records as would enable the Member to
determine the business and financial condition of the Company, the members of
the Company, the date upon which each member became a member, each member's last
known mailing address and the voting rights of the members, as applicable;
(iii) Copies of the Company's federal, foreign, state, and local
income tax returns and reports, if any, for each year;
(iv) The financial statements of the Company for each year;
(v) True and full information regarding the amount of cash and
other property or services (including the value thereof) contributed by each
Member and that each Member agreed to contribute in the future; and
(vi) Any other information required by Section 18-305 of the Act.
(b) The Member may, at the Member's own expense, inspect and copy any
Company record upon reasonable request during ordinary business hours.
10. Management of the Company
(a) Management by Board of Managers. The business and operations of
the Company shall be managed by or under the direction of a Board of Managers,
who shall be elected in accordance with this Section 10 (the "Board"). For
purposes of this Agreement, each member of the Board shall be considered a
"Manager" (as defined in Section 18-101(10) of the Act); provided, however,
that, unless the Board is comprised of one (1) Manager, no Manager acting
individually in his or her capacity as a Manager shall have the authority to
bind the Board or the Company. Except as otherwise specifically set forth in
this Agreement, the Board (without the consent or approval of the Member) shall
have the right, authority, power and discretion to control, direct, manage and
administer the business and affairs of the Company and to do all things
necessary to carry on the businesses and purpose of the Company. The acts of the
Board shall bind the Company when taken within the scope of the Board's
authority and discretion expressly granted hereunder.
(b) Authority of Member. The Member shall have authority to bind or
take any action. on behalf of or in the name of the Company, or enter into any
commitment or obligation binding upon the Company. Notwithstanding anything to
the contrary in this Agreement, without first obtaining the consent of the
Member, the Company shall not and the Board shall not authorize the Company to:
(i) sell all or substantially all of the assets of the Company;
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(ii) merge, combine or consolidate the Company with or into any
other corporation, partnership, limited liability company or other entity;
(iii) dissolve, liquidate and/or terminate the Company;
(iv) take any action in contravention of this Agreement;
(v) admit any additional member;
(vi) institute a case or other proceeding under any section or
chapter of the Federal Bankruptcy Code as it may be hereafter amended or
supplemented; or
(vii) take any action or fail to take any action that the Member,
by written notice to the Board from time to time, directs that the Company may
not take or fail to take without the Member's prior consent.
(c) Powers and Duties of the Board. Except as otherwise explicitly
provided herein and subject to Section 10(b), the Board shall have the power on
behalf and in the name of the Company to implement any and all of the objectives
of the Company and to exercise any and all rights and powers the Company may
possess. Without limiting the foregoing general powers and duties and except as
may be expressly provided otherwise by the Member by prior written notice to the
Board from time to time, the Board is hereby authorized and empowered on behalf
and in the name of the Company to:
(i) direct the formulation of investment policies and strategies
for the Company and select and approve the investment of Company funds;
(ii) administer, negotiate, enforce and/or oversee employee
compensation, employee benefit plans and arrangements and collective bargaining
agreements and negotiations;
(iii) open, maintain and close bank accounts and draw checks or
other orders for the payment of money and open, maintain and close brokerage,
mutual fund and other accounts;
(iv) engage and terminate consultants, attorneys, accountants and
such other agents, employees and representatives for itself and for the Company
as it may deem necessary or advisable, and authorize any such agent, employee or
representative to act for or on behalf of the Company;
(v) negotiate and enter into contracts or agreements with
vendors, customers, partners and suppliers;
(vi) subject to its ultimate responsibility for the management of
the Company, delegate any of its duties hereunder to any other person, entity or
committee, and in furtherance of any such delegation, to appoint, employ, or
contract with any person or entity it may in its sole discretion deem necessary
or desirable for the transaction of the business of the Company, which person or
entity may administer the day-to-day operations of the Company;
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(vii) institute, prosecute, settle, compromise or defend any
claim, proceeding, trial, hearing, or other civil or criminal activity
instituted by, on behalf of or against the Company;
(viii) make any tax election or decision to be made by the
Company under the Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder; and
(ix) make and perform such other agreements and undertakings as
may be necessary or advisable to the carrying out of any of the foregoing
powers, objects or purposes.
(d) Number Election and Term of Office; Chairman. The Board shall
consist of one (1) or more Managers, as determined by the Member from time to
time. The Managers shall be appointed by the Member. Each Manager (except in the
case of death, resignation, retirement, disqualification or removal) shall serve
for a period of one (1) year or until his or her successor shall have been duly
appointed and qualified. If the Board consists of more than one (1) Manager, the
Member or the Board shall appoint from among them a chairman (the "Chairman").
The Chairman shall preside at all meetings when present. A majority of Managers
present at any meeting at which a quorum is present shall elect an alternate
chairman to preside at such meeting if the Chairman is not present. The number
of initial Managers and their names are set forth on Exhibit A attached hereto.
(e) Removal. Any Manager may be removed from office (with or without
cause) by the Member in its sole and absolute discretion. Removal action may be
taken at any time, and a removed Manager's successor may be appointed to serve
for the remainder of the unexpired term.
(f) Vacancies. A vacancy occurring in the Board may be filled for the
unexpired term by the Member or, alternatively, the Board by an affirmative vote
of a majority of the Managers remaining in office unless and until the Member
appoints a successor.
(g) Compensation. Managers may receive such reasonable compensation
for their services as may from time to time be approved by the Member. Managers
may receive reimbursement of expenses, as fixed or determined by the Member. A
Manager may also serve the Company in any capacity other than that of Manager
and receive compensation, as determined by the Member or the Board, for services
rendered in that other capacity.
(h) Meetings of the Board. Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board. Special meetings of the Board may be called by or at
the request of the Member, the Chairman, or a majority of the Board. Reasonable
notice thereof shall be given by the person or persons calling the meeting.
Attendance by a Manager at a meeting shall constitute waiver of notice of such
meeting, except where a Manager attends a meeting for the express purpose of
objecting at the beginning of the meeting to the transaction of business at the
meeting. At meetings of the Board, the presence of at least one half (1/2) of
the Managers then in office shall be necessary to constitute a quorum for the
transaction of business at such meeting. The act of a
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majority of the Managers present at a meeting at which a quorum is present at
the time shall be the act of the Board.
(i) Action by Managers Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board or any committee thereof may
be taken without a meeting upon approval of a majority of the members of the
Board or such committee. Such approval shall have the sane force and effect as a
majority vote at a meeting of the Board or such committee at which a quorum is
present and may be evidenced by one (1) or more written consents describing the
action taken.
(j) Participation in. Board Meetings. Members of the Board or any
committee thereof may participate in a meeting of the Board or such committee by
means of conference telephone or similar communications equipment which allows
all persons participating in the meeting to hear and communicate with each
other, and such participation in a meeting shall constitute presence in person
at the meeting.
(k) Committees. The Member or the Board may designate one or more
committees, each committee to consist of one or more Managers or individuals who
are not Managers. The Member or the Board may designate one or more individuals
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. Any such committee, to the
extent provided in the authorization of the Member or the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Company, and may authorize the seal of the Company
to be affixed to all instruments that may require it; but no such committee
shall have the power or authority to amend the Certificates, adopt an agreement
of merger, combination or consolidation, recommend to the Member the sale, lease
or exchange of all or substantially all of the Company's property and assets,
recommend to the Member a dissolution of the Company, or amend this Agreement,
and, unless the authorization expressly so provides, no such committee shall
have the power or authority to authorize a distribution, to authorize the
issuance of ownership or membership interests in the Company or to adopt a
certificate of merger. Such committee or committees shall have such name or
names as may be determined from time to time by the Member or the Board. Unless
otherwise specifically determined by the Member or the Board, the provisions of
this Agreement that govern meetings, actions without meetings, notice and waiver
of notice, and quorum and voting requirements of the Board, shall also apply to
meetings of committees and their members.
(l) Officers. The Board shall have power and authority, and is hereby
authorized and empowered, in the name and on behalf of the Company, to appoint
one or more officers (the "Officers") with such titles as the Board may provide,
who shall have and may exercise and perform such rights, duties, powers and
authority in the management and affairs of the Company as generally pertain to
his or her respective office and to delegate to one or more of such Officers or
other persons the Board's rights and powers to manage and control the business
and affairs of the Company, including, without limitation, to delegate to agents
and employees of the Member or the Company and to delegate by a management
agreement or other agreement with, or otherwise to, other persons. The names and
titles of the initial Officers of the Company are set forth on Exhibit B
attached hereto.
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(m) Liability of Member, Managers and Officers. Neither the Member nor
any Manager or Officer shall be personally liable for the debts, obligations or
liabilities ("Liabilities") of the Company, whether arising in contract, tort or
otherwise. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs
under this Agreement or the Act shall not be grounds for imposing personal
liability on the Member or any Manager or Officer For Liabilities of the
Company. The Member's and each Manager's and Officer's liability shall be
limited to the fullest extent not prohibited by the Act and other applicable
law.
(n) Power Facilities and Wholesale Power Sales. Notwithstanding
anything to the contrary in this Agreement, to the extent that the Company owns
and/or operates power generating facilities ("Power Facilities") and/or engages
in wholesale sales from Power Facilities ("Wholesale Power Sales"), (1) this
Agreement and the Managers' management of the Company thereunder does not (i)
result in a transfer of authority or control over the Power Facilities owned
and/or operated by the Company or (ii) provide the Managers with the authority
to engage in (or refrain from engaging in) Wholesale Power Sales from the
Company's Power Facilities, except when acting on behalf of the Company, (2) to
the extent that the Managers, Member or its officers take any action pursuant to
this Agreement affecting (i) Wholesale Power Sales and/or the sale of related
products from the Company's Power Facilities, (ii) the dispatch of such Power
Facilities, or (iii.) the ability of the Power Facilities to produce power, such
actions are to be only taken on the Company's behalf, and the Company retains
ultimate authority and control over its Power Facilities and Wholesale Power
Sales.
11. Capital Contributions.
(a) The Member shall be deemed to have made a capital contribution to
the Company in the form of the transfer and assignment of all of the assets of
Mirant California Investments, Inc to the Company pursuant to the Certificate of
Conversion.
(b) The above capital contribution is the only capital contribution
required to be made by the Member. Unless the Member otherwise agrees, the
Member shall not be required to contribute any additional capital to the
Company.
12. Allocation of Net Profit and Net Loss. The Company's net profit or net
loss for each fiscal year for federal and state income tax purposes shall be
allocated to the Member in accordance with its Interest in the Company.
13. Distributions. Distributions shall be made to the Member in accordance
with its Interest at the time and in the amounts determined by the Board or the
Member. Notwithstanding the preceding sentence or any other provision to the
contrary contained in this Agreement, no distribution shall be made to the
Member if such distribution is prohibited by the Act.
14. New Members. Additional members maybe admitted to the Company only upon
the prior consent of the Member. In the event that the Member desires to admit
any new members to the Company, the Member shall amend and restate this
Agreement in its entirety to
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reflect the management, business and affairs of the Company after the admission
of any such new member.
15. Dissolution. The Company shall be dissolved and its affairs wound up
only upon the occurrence of any of the following events:
(a) The Member votes to dissolve the Company;
(b) There are no members; or
(c) The entry of a decree of judicial dissolution under Section 18-802
of the Act.
The bankruptcy (as defined in the Act) of a person (as defined in the Act) that
is a Member of the Company shall not cause such person to cease to be a member.
Upon dissolution of the Company, the Member shall have power and authority, and
shall be and hereby is authorized and empowered to, and shall, wind up the
Company's affairs.
16. Winding Up Liquidation and Distribution of Assets. Upon dissolution of
the Company pursuant to Section 15, the Member or a liquidator shall distribute
the assets of the Company in the following order of priority:
(a) The payment of, or adequate provision for, the debts and
obligations of the Company to its creditors (not including amounts owed to the
Member);
(b) The establishment of such reserves as the Member or liquidator may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company;
(c) The payment of loans made to the Company by the Member, and
(d) The distribution to the Member of the balance of the assets of the
Company.
Upon completion of the winding up, liquidation and distribution of the assets,
the Company shall be deemed terminated. The Member shall comply with any
applicable requirements of the Act or other applicable law pertaining to the
winding up of the affairs of the Company and the final distribution of its
assets.
17. Effect of Dissolution. Upon dissolution, the Company shall cease to
carry on its business, and its affairs shall be wound up in accordance with
Section 16 hereof and the Act.
18. Certificate of Cancellation. When all debts, liabilities and
obligations have been paid and discharged or adequate provisions have been made
therefor and all of the remaining property and assets have been distributed to
the Member, a Certificate of Cancellation shall be executed and filed with the
Secretary of State in accordance with Section 18-203 of the Act.
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19. Amendment. This Agreement may be amended or modified from time to time
only by a written instrument signed by the Member. The Certificate of Formation
may be amended or modified from time to time only with the prior consent of the
Member.
20. Miscellaneous Provisions.
(a) Entire Agreement. This Agreement represents the entire agreement
between the Company and the Member concerning the subject matter hereof.
(b) Application of Delaware Law. This Agreement and the rights,
remedies, duties, powers, authority, and authorization of the parties hereto and
the Company hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware without regard to its conflict of law
principles.
(c) Banking. All funds of the Company shall be deposited in its name
in an account or accounts as shall be designated from time to time by the
Officers. The Officers are hereby authorized and directed to open such accounts
with such banks as may be selected as depositories for the Company in the
discretion of any of the Officers, and to deposit therein funds of the Company,
drafts, checks and notes of the Company, payments on said accounts to be made in
the Company name. Any such Officer is hereby authorized to execute and deliver
resolutions on such forms as may be presented or required by such banks, said
forms to be completed with such information as the executing Officers may deem
to be in the best interest of the Company. All such resolutions which may be
required by banks hereafter selected by the Company dealing with the designation
of such banks as depositories are hereby adopted as resolutions of the Board,
and the Secretary or Assistant Secretary of the Company may hereafter attest to
and execute such bank resolutions and/or forms without additional action of the
Member or the Board.
(d) No Third Party Beneficiaries. Nothing in this Agreement shall be
construed to create any duty, standard of care or liability of the Company, any
Member, any Manager, or any affiliate or associate of the Company, any Member or
any Manager, to or for the benefit of any person or entity not a party to this
Agreement. Furthermore, the rights of the Company or of the Member under this
Agreement to require any contributions to the capital of the Company shall not
confer, nor shall they be construed as conferring, any rights or benefits to or
upon any person or entity other than the Company and the Member, including,
without limitation, any person or entity who has entered into any instrument of
or binding upon the Company or any of its property.
(e) No Conflict of Interest. The Member and Managers shall not be
required to act hereunder as their sole and exclusive business activity and the
Member and Managers may have other business interests and engage in other
activities in addition to those relating to the Company. Neither the Company,
the Member nor the Managers shall have any right by virtue of this Agreement in
or to any other interests or activities or to the income or proceeds derived
therefrom. The Member and Managers may transact business with the Company and,
subject to applicable laws, shall have the same rights and obligations with
respect thereto as any other person. No transaction between the Member and the
Company shall be voidable solely because
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the Member has a direct or indirect interest in the transaction if the
transaction is fair and reasonable to the Company.
(f) Execution of Additional Instruments. The Member and Managers
hereby agree to execute such other and further statements of interest and
holdings, designations, powers of attorney and other instruments necessary to
comply with any laws, rules or regulations.
(g) Construction. Whenever the singular form is used in this
Agreement, and when required by the context, the same shall include the plural
and vice versa, and the masculine gender shall include the feminine and neuter
genders and vice versa.
(h) Headings. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent or intent of the Agreement or any provision hereof.
(i) Waivers. The failure of any party to seek redress for violation of
or to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having, the effect of an original. violation.
(j) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. Any signature page of any such
counterpart, or any electronic facsimile thereof, may be attached or appended to
any other counterpart to complete a fully executed counterpart to this Agreement
and any telecopy or other facsimile transmission of any signature shall be
deemed an original and shall bind such party.
(k) Determination of Matters Not Provided for in this Agreement. The
Member shall, pursuant to Section 10, decide any questions arising with respect
to the Company and this Agreement which are not specifically or expressly
provided for in this Agreement.
(l) Further Assurances. The Member agrees to cooperate, and to execute
and deliver in a timely fashion any and all additional documents necessary to
effectuate the purposes of the Company and this Agreement.
(m) Indemnification. The Company shall indemnify to the full extent
permitted by the Limited Liability Company Act of the State of Delaware or any
other applicable laws as now or hereinafter in effect any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person or such person's testator or intestate is or was a Manager or an Officer
of the Company or serves or served at the request of the Company or any other
enterprise as a Manager or an Officer. Expenses, including attorneys' fees,
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Company promptly upon receipt by it of an.
undertaking of or on behalf of such person to repay such amounts if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company. The rights provided to any person by this Section shall be
enforceable against the Company by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a Manager or an Officer as
provided above. No amendment of this Section shall
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impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Section, the term
"Company" shall include any predecessor of the Company and any constituent
company (including any constituent of a constituent) absorbed by the Company in
a consolidation or merger; the term "other enterprise," shall include any
corporation, limited liability company, partnership, joint venture, trust or
employee benefit plan; service "at the request of the Company" shall include
service as a Manager or an Officer of the Company which imposes duties on, or
involves services by, such Manager or Officer with respect to an employee
benefit plan, its participants or beneficiaries; any excise taxes assessed on a
person with respect to an employee benefit plan shall be deemed to be
indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan. shall be deemed to be action not
opposed to the best interests of the Company. Notwithstanding the foregoing, no
Manager or Officer shall be indemnified against liability for any intentional
misconduct, any knowing violation of the law or any transaction in which such
Manager or Officer receives a personal benefit in violation or breach of the Act
or this Agreement.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
Mirant North America, LLC
By: Mirant Americas Generation, LLC
Its: Sole member
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
----------------------------------------
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III
Title: Senior Vice President, Chief
Financial Officer & Treasurer
Mirant Americas Generation, LLC,
as Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & Chief Executive
Officer
Exhibit A
Initial Managers
The number of initial Managers shall be three (3) and their names and the name
of the Chairman are set forth below:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Chairman)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Exhibit B
Initial Officers
The initial Officers are set forth below:
Name Title
---- -----
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President & Chief Executive Officer
S. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President & General Counsel
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ III. Senior Vice President, Chief Financial Officer &
Treasurer
▇▇▇ ▇▇▇▇▇ Senior Vice President, Principal Accounting Officer
& Controller
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President & Assistant Secretary
▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President & Chief Risk Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
Sonnet ▇. ▇▇▇▇▇▇▇ Vice President & Assistant Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President
▇▇▇▇ ▇. ▇'▇▇▇▇ Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇ Assistant Controller
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Secretary
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Assistant Secretary