Exhibit B-21
LIMITED LIABILITY COMPANY AGREEMENT
OF
GPU DIVERSIFIED HOLDINGS LLC
This Limited Liability Company Agreement (together with the
schedules attached hereto, this "Agreement") of GPU Diversified Holdings LLC, a
Delaware limited liability company (the "Company"), dated as of December 12,
2000, is entered into by GPU, Inc., a Pennsylvania corporation, as the sole
member (the "Member"). Capitalized terms used herein and not otherwise defined
have the meanings set forth on Schedule A hereto.
The Company has been formed as a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del. C.
Section 18-101, et seq.), as amended from time to time (the "Act"), by the
filing of the Certificate of Formation with the Secretary of State of the State
of Delaware on August 3, 2000. The rights and obligations of the Member and the
administration and termination of the Company shall be governed by this
Agreement and the Act. In the event of any inconsistency between any terms and
conditions contained in this Agreement and any non-mandatory provisions of the
Act, the terms and conditions contained in this Agreement shall govern.
1. Name.
----
The name of the limited liability company heretofore formed hereby
is GPU Diversified Holdings LLC.
2. Principal Business Office.
-------------------------
The principal business office and mailing address of the Company
shall be ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
3. Registered Office and Agent.
---------------------------
The address of the registered office of the Company in the State of
Delaware is c/o Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware are
Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
4. Member.
------
GPU, Inc. is the sole Member of the Company.
5. Purposes.
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The Company is formed for the object and purpose of, and the nature
of the business to be conducted and promoted by the Company is, engaging in any
lawful act or activity for which limited liability companies may be formed under
the Act.
6. Duration.
--------
The Company shall continue in existence until it is dissolved
pursuant to Section 19 hereof.
7. Powers.
------
In furtherance of its purposes, but subject to all of the provisions
of this Agreement, the Company, and the Member or any Manager, on behalf of the
Company, acting individually or collectively, shall have the power and is hereby
authorized:
a. to enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any Person affiliated with the
Member, necessary to, in connection with, convenient to, or incidental to the
accomplishment of the purposes of the Company;
b. to employ or otherwise engage employees, managers, contractors
advisors, attorneys and consultants and pay reasonable compensation for such
services;
c. to open and maintain one or more bank accounts; rent safety
deposit boxes or vaults; sign checks, written directions or other instruments to
withdraw all or part of funds belonging to the Company and on deposit in any
savings account or checking account; negotiate and purchase certificates of
deposit;, obtain access to the Company safety deposit box or boxes, and
generally sign such forms on behalf of the Company as may be required to conduct
the banking activities of the company; and
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d. to do such other things and engage in such other activities
related to the foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all of the powers
and rights conferred upon limited liability companies formed pursuant to the
Act.
8. Management.
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a. Board of Managers. The business and affairs of the Company shall
be managed by or under the direction of a Board comprised of one or more
Managers to be elected, designated or appointed by the Member. The Member may
determine at any time in its sole and absolute discretion the number of Managers
to constitute the entire Board. The authorized number of Managers may be
increased or decreased by the Member at any time in its sole and absolute
discretion. The initial number of Managers shall be three. The names and mailing
addresses of the persons designated as initial Managers are set forth in
Schedule C attached hereto. Each Manager elected, designated or appointed by the
Member shall hold office until his or her successor is elected and qualified or
until such Manager's earlier death, resignation or removal.
▇. ▇▇▇▇▇▇. The Board shall have the power to do any and all acts
------
necessary, convenient or incidental to or for the furtherance of the purposes
described herein, including all powers, statutory or otherwise.
c. Meeting of the Board of Managers. The Board of Managers of the
Company may hold meetings, both regular and special, within or outside the State
of Delaware. Regular meetings of the Board may be held without notice at such
time and at such place as shall from time to time be determined by the Board.
Special meetings of the Board may be called by the President on not less than 24
hours' notice to each Manager by telephone, facsimile, mail, telegram or any
other means of communication, and special meetings shall be called by the
President or Secretary in like manner and with like notice upon the written
request of any one or more of the Managers.
d. Quorum; Acts of the Board. At all meetings of the Board, a
-------------------------
majority of the Managers shall constitute a quorum for the transaction of
business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Managers present at any meeting at which
there
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is a quorum shall be the act of the Board. If a quorum shall not be present at
any meeting of the Board, the Managers present at such meeting may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
e. Electronic Communications. Members of the Board, or any committee
designated by the Board, may participate in meetings of the Board, or any
committee, by means of telephone conference or similar communications equipment
that allows all persons participating in the meeting to hear each other, and
such participation in a meeting shall constitute presence in person at the
meeting. If all the participants are participating by telephone conference or
similar communications equipment, the meeting shall be deemed to be held at the
principal place of business of the Company.
f. Committees of Managers.
----------------------
(i) The Board may designate one or more committees, each
committee to consist of one or more of the Managers of the Company. The Board
may designate one or more Managers as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
(ii) In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.
(iii) Any such committee, to the extent provided in the
resolution of 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. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep regular minutes of its meetings and report the same to the Board when
required.
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g. Removal of Managers. Unless otherwise restricted by law, any
-------------------
Manager or the entire Board of Managers may be removed, with or without cause,
by the Member, and, any vacancy caused by any such removal may be filled by
action of the Member.
h. Managers as Agents. To the extent of their powers set forth in
this Agreement, the Managers are agents of the Company for the purpose of the
Company's business, and the actions of the Managers taken in accordance with
such powers set forth in this Agreement shall bind the Company. However, except
as provided in this Agreement, no Manager shall have the authority to bind the
Company in his or her individual capacity. Any and all actions of the Board must
be taken at a duly authorized meeting of the Board or upon unanimous written
consent of the Board.
9. Duties of Managers.
------------------
Except as provided in this Agreement, in exercising their rights and
performing their duties under this Agreement, the Managers shall have a
fiduciary duty of loyalty and care similar to that of a director of a business
corporation organized under the General Corporation Law of the State of
Delaware.
10. Officers.
a. Officers. The initial Officers of the Company are listed on
Schedule D attached hereto. Except for the initial Officers, the Officers of the
Company shall be chosen by the Board and shall consist of at least a President,
a Secretary and a Treasurer. The Board of Managers may also choose one or more
Vice Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. Any number of offices may be held by the same person. Each Officer
shall hold office until his or her successor is elected and qualified or until
such officer's earlier death, resignation or removal. Any Officer may resign at
any time upon written notice to the Company. In addition, the Board may appoint
such other Officers and agents as it shall deem necessary or advisable who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The salaries
of all Officers and agents of the Company shall be fixed by or in the manner
prescribed by the Board. Any initial Officer or any Officer elected or appointed
by the Board may be removed at any time, with or without cause, by the
affirmative
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vote of a majority of the Board. Any vacancy occurring in any office of the
Company shall be filled by the Board.
b. President. The President shall be the chief executive officer of
the Company, shall preside at all meetings of the Member, if any, and the Board,
shall be responsible for the general and active management of the business of
the Company and shall see that all orders and resolutions of the Board are
carried into effect.
c. Vice President. In the absence of the President or in the event
of the President's inability to act, the Vice President, if any (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Managers, or in the absence of any designation, then in the
order of their election), shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice President, if any, shall perform such other duties and
have such other powers as the Board may from time to time prescribe.
d. Secretary and Assistant Secretary. The Secretary shall be
responsible for filing legal documents and maintaining records for the Company.
The Secretary shall attend all meetings of the Board and all meetings of the
Member, if any, and record all the proceedings of the meetings of the Company
and of the Board in a book to be kept for that purpose and shall perform like
duties for special and standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the Member, if any, and
special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the President, under whose supervision the Secretary
shall serve. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board (or if there be no
such determination, then in order of their election), shall, in the absence of
the Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
e. Treasurer and Assistant Treasurer. The Treasurer shall have
---------------------------------
the custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to
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the credit of the Company in such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Company as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board may from time
to time prescribe.
f. Officers as Agents. The Officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Board
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business, and, the actions of the Officers taken in accordance
with such powers shall bind the Company.
g. Duties of Officers. Except as provided in this Agreement, in
exercising their rights and performing their duties under this Agreement, the
Officers shall have a fiduciary duty of loyalty and care similar to that of
officers of a business corporation organized under the General Corporation Law
of the State of Delaware.
11. Limited Liability.
-----------------
Except as otherwise expressly provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be the debts, obligations and liabilities solely of the
Company, and neither the Member nor any Manager shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of
being the Member or Manager of the Company.
12. Capital Contributions.
---------------------
The Member shall be deemed admitted as the Member of the Company
effective as of the date of this Agreement. The Member shall contribute to the
Company the amount listed on Schedule B attached hereto.
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13. Additional Contributions.
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The Member is not required to make any additional capital
contribution to the Company. To the extent that the Member makes an additional
capital contribution to the Company, the Member shall revise Schedule B of this
Agreement. The provisions of this Agreement, including this Section 13, are
intended solely to benefit the Member and, to the fullest extent permitted by
law, shall not be construed as conferring any benefit upon any creditor of the
Company (and no such creditor of the Company shall be a third-party beneficiary
of this Agreement) and the Member shall have no duty or obligation to any
creditor of the Company to make any contribution to the Company or to issue any
call for capital pursuant to this Agreement.
14. Allocation of Profits and Losses.
--------------------------------
The Company's profits and losses shall be allocated to the Member.
15. Distributions.
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Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Board. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not be required to make
a distribution to the Member on account of its interest in the Company if such
distribution would violate Section 18-607 of the Act or any other applicable
law.
16. Books and Records.
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The Board shall keep or cause to be kept complete and accurate books
of account and records with respect to the Company's business. The books of the
Company shall at all times be maintained by the Board. The Member and its duly
authorized representatives shall have the right to examine the Company books,
records and documents during normal business hours. The Company, and the Board
on behalf of the Company, shall not have the right to keep confidential from the
Member any information that the Board would otherwise be permitted to keep
confidential from the Member pursuant to Section 18-305(c) of the Act. The
Company's books of account shall be kept using the method of accounting
determined by the Member. The Company's independent auditor shall be an
independent public accounting firm selected by the Member.
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17. Exculpation and Indemnification.
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a. No Member, Officer, Manager, employee or agent of the Company and
no employee, representative, agent or Affiliate of the Member (collectively, the
"Covered Persons") shall be liable to the Company or any other Person who has an
interest in or claim against the Company for any loss, damage or claim incurred
by reason of any act or omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of the authority conferred on such Covered Person by this
Agreement, except that a Covered Person shall be liable for any such loss,
damage or claim incurred by reason of such Covered Person's willful misconduct.
b. To the fullest extent permitted by applicable law, a Covered
Person shall be entitled to indemnification from the Company for any loss,
damage or claim incurred by such Covered Person by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that no
Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered
Person's willful misconduct with respect to such acts or omissions; provided,
however, that any indemnity under this Section 17 shall be provided out of and
to the extent of Company assets only, and no Member shall have personal
liability on account thereof.
c. To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person is
not entitled to be indemnified as authorized in this Section 17.
d. A Covered Person shall be fully protected in relying in good
faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the
Covered Person reasonably believes are within such other Person's professional
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or expert competence and who has been selected with reasonable care by or on
behalf of the Company, including information, opinions, reports or statements as
to the value and amount of the assets, liabilities, or any other facts pertinent
to the existence and amount of assets from which distributions to the Member
might properly be paid.
e. To the extent that, at law or in equity, a Covered Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Company or to any other Covered Person, a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person for
its good faith reliance on the provisions of this Agreement or any approval or
authorization granted by the Company or any other Covered Person. The provisions
of this Agreement, to the extent that they restrict the duties and liabilities
of a Covered Person otherwise existing at law or in equity, are agreed by the
Member to replace such other duties and liabilities of such Covered Person.
f. The foregoing provisions of this Section 17 shall survive any
termination of this Agreement.
18. Assignments.
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The Member may assign in whole or in part its limited liability
company interest in the Company. If the Member transfers any or all of its
limited liability company interest in the Company pursuant to this Section 18,
the transferee shall be admitted to the Company as a member of the Company upon
its execution of an instrument signifying its agreement to be bound by the terms
and conditions of this Agreement, which instrument may be a counterpart
signature page to this Agreement. Such admission shall be deemed effective
immediately prior to the transfer, and, immediately following such admission,
the transferor Member shall cease to be a member of the Company.
19. Dissolution.
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a. The Company shall be dissolved, and its affairs shall be wound
up, upon the first to occur of the following: (i) the retirement, resignation or
dissolution of the Member or the occurrence of any other event which terminates
the continued membership of the Member unless the business of the Company is
continued in a manner permitted by the Act or (ii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.
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b. The bankruptcy (as defined in Sections 18-101(1) and 18-304 of
the Act) of the Member shall not cause the Member to cease to be a member of the
Company and upon the occurrence of such an event, the business of the Company
shall continue without dissolution.
c. In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.
20. Waiver of Partition; Nature of Interest.
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Except as otherwise expressly provided in this Agreement, to the
fullest extent permitted by law, the Member hereby irrevocably waives any right
or power that it might have to cause the Company or any of its assets to be
partitioned, to cause the appointment of a receiver for all or any portion of
the assets of the Company, to compel any sale of all or any portion of the
assets of the Company pursuant to any applicable law or to file a complaint or
to institute any proceeding at law or in equity to cause the dissolution,
liquidation, winding up or termination of the Company. The Member shall not have
any interest in any specific assets of the Company, and the Member shall not
have the status of a creditor with respect to any distribution pursuant to
Section 15 hereof. The interest of the Member in the Company is personal
property.
21. Benefits of Agreement; No Third-Party Rights.
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None of the provisions of this Agreement shall be for the benefit of
or enforceable by any creditor of the Company or by any creditor of the Member.
Nothing in this Agreement shall be deemed to create any right in any Person
(other than Covered Persons) not a party hereto, and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of
any third Person.
22. Other Business.
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The Member may engage in or possess an interest in other business
ventures (unconnected with the Company) of every kind and description,
independently or with others. The Company shall not have any rights in or to
such independent ventures or the income or profits therefrom by virtue of this
Agreement.
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23. Severability of Provisions.
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Each provision of this Agreement shall be considered severable and
if for any reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future law, such
invalidity, unenforceability or illegality shall not impair the operation of or
affect those portions of this Agreement which are valid, enforceable and legal.
24. Entire Agreement.
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This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.
25. Governing Law.
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This Agreement shall be governed by and construed under the laws of
the State of Delaware (without regard to conflicts of law principles), all
rights and remedies being governed by said laws.
26. Amendments.
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This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
27. Counterparts.
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This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original of this Agreement and all of which together shall
constitute one and the same instrument.
28. Notices.
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Any notices required to be delivered hereunder shall be in writing
and personally delivered, mailed or sent by telecopy, electronic mail, or other
similar form of rapid transmission, and shall be deemed to have been duly given
upon receipt (a) in the case of the Company, to the Company at its address in
Section 2, (b) in the case of the Member, to the Member at its address as listed
on Schedule B attached hereto and (c) in the case of either of the foregoing, at
such other address as may be designated by written notice to the other party.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Agreement as of the date first written above.
GPU, INC
as sole member
By:
---------------------------------
Name: ▇. ▇. ▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
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SCHEDULE A
Definitions
A. Definitions
When used in this Agreement, the following terms not otherwise
defined herein have the following meanings:
"Act" has the meaning set forth in the preamble to this Agreement.
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such Person.
"Agreement" means this Limited Liability Company Agreement of the
Company, together with the schedules attached hereto, as amended, restated or
supplemented form time to time.
"Board" or "Board of Managers" means the Board of Managers of the
Company.
"Certificate of Formation" means the Certificate of Formation of the
Company to be filed with the Secretary of State of the State of Delaware on
August 3, 2000, as amended or amended and restated from time to time.
"Control" means the possession, directly or indirectly, or the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities or general partnership or
managing member interests, by contract or otherwise. "Controlling" and
"Controlled" shall have correlative meanings. Without limiting the generality of
the foregoing, a Person shall be deemed to Control any other Person in which it
owns, directly or indirectly, a majority of the ownership interests.
"Managers" means the Managers elected to the Board of Managers from
time to time by the Member. A Manager is hereby designated as a "manager" of the
Company within the meaning of Section 18-101(10) of the Act.
"Member" means the Member and includes any Person admitted as an
additional member of the Company or a substitute member of the Company pursuant
to the provisions of this Agreement.
A-1
"Officer" means an officer of the Company described in Section 10.
"Person" means any individual, corporation, partnership, joint
venture, limited liability company, limited liability partnership, association,
joint-stock company, trust, unincorporated organization, or other organization,
whether or not a legal entity, and any governmental authority.
B. Rules of Construction
Definitions in this Agreement apply equally to both the singular and
plural forms of the defined terms. The words "include" and "including" shall be
deemed to be followed by the phrase "without limitation." The terms "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Section, paragraph or
subdivision. The Section titles appear as a matter of convenience only and shall
not affect the interpretation of this Agreement. All Section, paragraph, clause,
Exhibit or Schedule references not attributed to a particular document shall be
references to such parts of this Agreement.
A-2
SCHEDULE B
Member
Agree Value of Percentage
Name Mailing Address Capital Contribution Interest_
-------- ------------------ --------------------- -----------
GPU, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ All of the outstanding 100%
Morristown, common stock of (1)
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ GPU Distributed Power,
Inc., and (2) GPU
EnerTech Holdings, Inc.
B-1
SCHEDULE C
Managers
Name Address
▇. ▇. ▇▇▇▇▇ c/o GPU Service, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇. ▇. ▇▇▇▇ c/o GPU Service, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇ c/o GPU Service, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
C-1
SCHEDULE D
Officers
Position Name
President ▇. ▇. ▇▇▇▇▇
Vice President ▇. ▇. ▇▇▇▇
Treasurer ▇. ▇. ▇▇▇▇▇▇
Secretary ▇. ▇. ▇▇▇▇▇▇▇
▇-▇